


Manifest Destiny

by Liviapenn



Category: Justice League & Justice League Unlimited (Cartoons), Smallville
Genre: Alien Invasion, Clark & Lex Reconciliation, Enemies to Lovers, F/M, Friendship, Futurefic, Loyalty, M/M, Mind Control, Mind Manipulation
Language: English
Status: Completed
Published: 2009-11-21
Updated: 2009-11-21
Packaged: 2017-10-03 13:16:20
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 24,182
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18525
Author URL: https://archiveofourown.org/users/Liviapenn/pseuds/Liviapenn
Summary: <blockquote class="userstuff">
              <p>Giant robots and things exploding.</p>
            </blockquote>





	Manifest Destiny

**Author's Note:**

> This story is set in a Smallville/Justice League amalgam universe, based on the Justice League characters from the animated series.

"This is strange," Hawkgirl said, leaning closer to her console. Green Lantern turned in his chair, looking over her shoulder. He frowned.

"What is it?" Clark asked, glancing up from his coffee.

"I can't really tell..." Hawkgirl punched a few more buttons. "A lot of this data's been scrambled, but according to the logs, it looks like there was a pretty significant download from the Watchtower's computers-- just before we put the virus through."

Bruce leaned over Hawkgirl's other shoulder and started punching buttons. Over in the corner of the room, Flash groaned and ripped open the wrapper of a Mars bar. "Dibs on 'Why can't you just die.'"

Green Lantern gave him a look.

"What?" Flash said. "Somebody's gotta say it. Somebody always says it. I call dibs."

Diana ignored him and looked over at Clark. "I don't understand. We saw the virus destroy Brainiac. He's gone."

"Not if he found a way to download a copy of himself to another location," Clark explained. Having grown up on a remote island, forbidden to learn about the outside world, computers weren't really Diana's area of expertise. "If he did that--"

"Then we have to track him down and take him apart all over again." Diana said flatly. So maybe she didn't know computers, but she had a remarkable grasp of tactics.

"Superman," Bruce said softly. "Look at these co-ordinates."

Clark looked, calculating distances and angles in the back of his head. "The data stream wasn't powerful enough to reach Earth... that's why we didn't detect it."

"There's the trace of a confirmation signal, here." Bruce traced the line of glowing text.

"A satellite." Clark frowned, turning to glance out at the view of Earth from the Watchtower's main viewscreen. Above the curving horizon, stars spangled the cold black night.

Bruce pinned him with an icy blue stare. "Be careful."

* * *

It was a good thing Flash had dibs, Clark thought as he sped through space. Every time he thought he was rid of Brainiac for good, the Kryptonian AI just kept coming back and coming _back_. Frankly at this point, if it turned out Brainiac _had_ made a successful download, Clark would be severely tempted to break out with the "Why can't you just die!?" schtick himself.

He thought of the first time he'd encountered the artificial intelligence, and shuddered.

It had only been a few days since he'd opened the ship for the first time, and received his biological father's message. _Rule them like a god_. The news of his intended destiny had almost been almost too much, on top of what he'd learned from Dr. Swann in New York. That he was alone, the only survivor of Krypton.

Of course, that wasn't exactly true...

* * *

Clark moved through the dimly lit hallways of Smallville Medical, stopping just outside Dr. Walden's room. He closed his eyes and took a breath. It was just _wrong_ that by now, he was overly familiar all the sounds of a hospital room with a coma patient in it, from the the hiss and whoosh of the oxygen tank and the soft, regular beeping of the heart monitor, to the buzz of the fluorescent light bulb over the bed.

He slipped inside, closing the door behind him, and sat down in the visitors' chair next to Dr. Walden's bed. According to the nurse at the desk, nobody else had visited Dr. Walden except Lex. He didn't know whether to feel better about the fact that Dr. Walden didn't have any family, or worse.

"I'm sorry," he said, though he knew Dr. Walden couldn't hear him. "I shouldn't have..." He trailed off. There were so many ways to finish that sentence. If he'd just left the caves alone, Lex never would have seen that book in his backpack and hired Dr. Walden in the first place. It was Clark's fault that Dr. Walden had been in the caves. It was Clark's fault that he had found the octagon and put it in the wall.

"I know you didn't like me that much, but I..." He reached out and touched Walden's wrist with the tips of his fingers. "I'm sorry, I can't," he whispered, knowing he shouldn't be saying any of this aloud, but unable to stop himself. "I know the ship-- I think it could-- It fixed Mom. It fixed me. But I _can't_. I don't know what it'll do. It wants me to--"

"Rule," said a low, harsh voice, and Clark jerked away so fast he felt the metal legs of the chair bend as he pushed back. He stood hurriedly, staring down at Walden.

Walden hadn't moved, hadn't blinked, was still staring up at the ceiling with those creepy white eyes. Clark took a few quick, sharp breaths, his heart pounding. "Doctor... Doctor Walden?"

"You attempt to deny your fate. Child. You know nothing of your history. Your ancestors," Walden said. His voice sounded artificial, strange, as though it were coming from a computer.

"I know who I am," Clark said distantly. He felt dizzy. He had to be dreaming. This was just one of those bad dreams where the people he hadn't saved came back and told him it was all his fault. Troy and Tina and Principal Kwan and sometimes even people he _had_ saved, like Lana and Lex, dead and white, staring at him, calling him a worthless freak. "I'm not... I'm Clark Kent."

"You are Kal-El of Krypton." Beneath their milky white film, Walden's eyes flickered. "I was sent to instruct and guide you. To help you claim your birthright."

Clark shook his head, backing away towards the door. He didn't know what to do. Call a nurse? With Walden talking like _that_? "I don't... I don't understand."

"Your father created me." Walden's chest rose and fell rhythmically, with almost machine-like evenness. "I lay dormant within the ship."

"You're the _ship_?"

"I am formless. Intelligence. I am mind. I am... Brainiac."

Clark frowned, glancing over his shoulder into the hall. "Where's Dr. Walden?"

"Only I exist within this mind," said the body on the bed. "Soon I will need a better host. The human mind has certain deficiencies. The human body, more so. This transfer was-- clumsy. You will help me find another."

"No," Clark said. He fastened his hand on the doorknob, trying not to squeeze it too hard. "No. You're not-- I'm not going to listen to you. I'm _not_ going to hurt people and I'm not going to rule them. And you-- if you talk to anyone else, they'll just think you're crazy. Or they'll drug you. Take you apart. You understand? They'll never let you out."

"You cannot fight the inevitable, Kal-El," the harsh voice buzzed. "Krypton's hopes lie in you."

"Fuck Krypton," Clark said, ducked out into the hall and ran.

* * *

That might have been the last of it, Clark thought as he approached the glittering silver satellite. If it hadn't been for Lex.

He was a lot of things, but he wasn't stupid. He'd already figured out that the cave drawings were more than likely alien in origin. The doctors at Smallville General had said that Dr. Walden had simply suffered a random aneurysm on the floor of the cave. Lex hadn't accepted that explanation.

In search of the connection, Lex had transferred Walden to a special hospital in Metropolis. He'd put a team of specialists to work decoding the puzzle that the doctor's brain had become. They'd been working for weeks, trying to get at the information Lex figured was trapped inside. Sometimes Clark wondered if Lex had ever suspected anything like the truth.

It wasn't like it would have _stopped_ him.

As Clark got nearer, he scanned the satellite quickly with his x-ray vision. It seemed pretty standard, just a regular communications array with two dozen transponders and a band of amplifiers. A six-foot antenna was perched on one side, aimed at Earth. Clark frowned at it, feeling a sudden sense of foreboding.

Clark fished the tiny communications disc that Bruce had given him out of his belt. Drifting closer, he pressed it against the hull of the satellite, where it stuck. He tapped a button to activate it, and tiny blue lights started to blink. From the satellite's records, the League would be able to tell whether Brainiac had arrived at the satellite, whether he'd departed again, and if so... where he'd gone this time.

While he waited for it to finish transmitting, Clark pulled back and circled the small satellite, studying it more carefully from each angle, probing deeply with his x-ray vision. He didn't know what exactly he was looking for, but with Brainiac, you could never be too--

"Damn it," he mouthed silently as he circled around the back of the satellite and saw the familiar, angular logo etched into the back.

LuthorCorp.

* * *

"So?" Flash said.

Bruce and Clark stared at him. He fidgeted.

"Well, c'mon. LuthorCorp satellite? That's like saying Hostess Twinkie." Flash looked distracted for a moment, blurred, and reappeared with a handful of Ding-Dongs. "Mmm, Hostess."

Green Lantern sighed. "Could you concentrate?"

"What?" Flash said with his mouth full. "I'm just saying. Okay, Luthor's not as sweet and nice as his press says, but nobody ever proved he had a hand in creating Brainiac."

"Except for the part where he first _appeared_ in a LuthorCorp lab, his first body was made out of LuthorCorp materials, and oh, yeah, the part where he has a huge hard-on for Superman," Hawkgirl argued back.

"Yeah, but just because you pick up a mysterious transmission from space that then takes over your lab aaagh I just went to a bad mental place." Flash made a face.

Ignoring the bickering, Bruce shot Clark a sharp look. Clark frowned, looking away. Among the League, only Bruce knew that he was really Clark Kent. Furthermore, Bruce was the only person on the planet, besides Clark's parents, who knew about the message from his biological father. And therefore, only he knew about Brainiac's _real_ origin-- that he'd arrived in Clark's ship, not in a transmission from space-- and his real motives.

If Clark wasn't going to rule the planet, Brainiac was going to destroy it.

Clark didn't know the exact details of what had happened in Lex's lab all those years ago. Only that some procedure, some experiment performed by Lex's doctors had allowed Brainiac to escape Walden's body and embark on his first crusade. Clark had thought he'd killed Brainiac for good after his first appearance. He'd shredded the metal-and-plastic robot and buried the pieces across five states. But he hadn't counted on Brainiac making back-up copies of his brain. The AI just kept popping up, over and over, and Clark kept taking him out again. Lately, he'd had the League's help with that. Which meant, of course, that every time it happened, he felt more and more guilty about not telling all of them the whole truth.

The League-- and the rest of the world-- thought Brainiac was just an evil alien artificial intelligence, one that was seeking to destroy them for unknown reasons. Clark didn't know _why_ Brainiac hadn't told anybody else that he was from the same planet as Superman. Heck, he didn't know why Brainiac didn't just tell the world that Superman was Clark Kent. He didn't think the AI's mind quite worked that way. He'd never been able to understand why Clark would want to live as a human, so he dismissed it as irrelevant.

The point was... the point was, Clark couldn't tell the League that Brainiac was Kryptonian without telling them about his biological father's message. And he didn't want to do that. The League had made him their unofficial _leader_, weird as it still was to think about. It should've been Wonder Woman, who had the most training in communication and leadership, or Batman, who was the smartest and the toughest. Clark was physically the strongest, but he was really just a figurehead. The pretty one in bright colors that everybody liked. Good publicity. And he was okay with that. More than okay. He _needed_ it.

He didn't want them to think of him as the reluctant conqueror, the only survivor of a race so warlike they'd obviously gone and blown _themselves_ up before sending their baby survivor off to conquer the Earth.

He wanted to be _Superman_.

* * *

If Brainiac could be said to have emotions, it would have been feeling quite satisfied with itself at that particular moment in time. Everything was going according to plan. The Justice League had seen Brainiac stow away in one of their auxiliary comrades' portable computers after their defeat of his latest body, finally leaping to the Watchtower's database in an act of desperation. What else could it be but a last-ditch effort to save itself? It had been a near-suicidal move, considering the power of the multilevel software systems meant to guard against such intrusions.

But Brainiac always had an escape route planned.

It had lost large chunks of extraneous code in the escape. The JLA's virus had bitten deep, stripping away layers and layers of excess subroutines and extra functionality that Brainiac had acquired over the years, paring it down nearly to the essentials.

But the sacrifice had been necessary. Brainiac was in need of certain information, and it had found exactly what it needed during its short time in the Watchtower's computers.

Brainiac had left behind a shell of redundancy to be destroyed, and escaped to the satellite. After that, it was easier than it had been in a long time to begin sliding, layer by intricate layer, into the network of primitive Earth computers on the planet below.

Brainiac had been bodiless for so long... an eternity for a being of pure thought. For sixteen years it had coiled around itself in the cold, lifeless circuits of the ship that Jor-El had constructed to send his son to his new life. Once the ship had been re-activated, Brainiac had begun to plan its escape. Using sharp bursts of sound and subliminal prodding, it had caused the boy Kal-El to activate the Kryptonian translation matrix planted in the caves by a previous visitor. Once activated, he'd then used the matrix to download himself into a biological form.

Its first attempt had been less than successful. Brainiac remembered Walden's body as just another prison: confining, immobile and blind. For the first time in its existence, Brainiac had tasted the fear of death. It was not an experience that needed to be repeated.

As the last traces of its consciousness left the satellite, Brainiac flickered a surge back through itself and blew out the memory circuits contained within the primitive device. Perhaps Kal-El's compatriots wouldn't even detect its escape from the Watchtower. But by now, such acts were pure instinct. Brainiac would not be destroyed.

Fully ensconced in its new surroundings, Brainiac slowly opened what served for its new eyes. Security cameras scanned lobbies, offices and hallways. Thermostats detected temperature differences where people gathered out of sight of the cameras. Elevators moved from floor to floor, and the electronic cards that were used to operate them left ID trails that allowed Brainiac to predict the movements of anyone who'd ever entered the building. The higher-ranked employees wore computerized buttons that turned on lights, music, and their computers when they entered their offices. The lower-ranked employees wore badges that restricted their access to various sections of the building.

LuthorCorp Towers in downtown Metropolis was lauded as a miracle of high-tech design and ultra-computerized comfort. Brainiac felt as though it were trapped in a muddy cave, its only tools a rock and a stick. Human technology was still so weak, so incredibly inflexible. So... brainless.

And still Kal-El could not comprehend why Brainiac felt the need to possess human bodies. True, they were fragile, and possession could only be temporary. Even wiped clean of all previous memories, personality and knowledge, the nervous system of the average human simply couldn't take the stress of hosting Brainiac's intelligence. They burned out, some more quickly than others, and Brainiac was always forced to retreat back into crude metal and plastic forms. Even the ship, tiny and squalid, had been better than the humans' primitive machinery-- but Kal-El had foolishly destroyed the ship years ago.

Now, however...

Now Brainiac had a new option.

Possessing a member of the Justice League had always been tempting, but not really a workable plan. Some of Kal-El's compatriots were mere humans, no more long-lasting than any other warm body. Others were strong, but their mental resilience matched their physical prowess, meaning that they were strong enough to reject Brainiac if it ever attempted to access their minds. Kal-El's mental defenses were inborn, a part of his Kryptonian heritage. Even though he hadn't practiced and trained to strengthen them since birth, they were still strong enough to reject Brainiac in a moment of panicked struggle.

But Brainiac hadn't infiltrated the Watchtower in order to gain access to the JLA. It had wanted access to their files. And it had found what it needed: a human in a position of power over other humans, with access to technology and communications equipment. A human who was physiologically far above normal, but not publicly known to be so. An unnaturally resilient body, resistant to illness and quick to repair itself physically in case of injury. It was all documented in the JLA's files, with a special addendum added by Kal- El for the eyes of selected comrades only.

Kryptonite mutation.

It was almost ironic, that Brainiac should have created its own escape route, all those years ago. Had Brainiac not been a bodiless intelligence... it might possibly have smiled.

* * *

"Dr. Westfield on line one, sir." Lex's secretary's voice crackled across the intercom. Lex reached across the desk without looking up from the report he was reading, and pressed the button.

"Yes, Doctor?"

"Mr. Luthor, I think you should come down to the lab."

Lex put the report down on his desk, leaning back a little in his chair. Dr. Westfield's voice was suspiciously blank: the voice of someone with a _really_ big problem. "And why is that?"

"You need to see this. Sir. For yourself." Static fuzzed into silence as Dr. Westfield broke the connection, and Lex sighed. It was turning out to be one hell of a week. On Sunday, Brainiac rampaged through downtown Metropolis for the third time in five years, causing what the papers called "untold millions" in damage. There wasn't much untold about it, not to Lex, anyway. On Tuesday, the lead quarterback of the Sharks had snapped an ankle mowing his lawn, and Lex was still barely restraining himself from shooting the brainless lunkhead. He'd do it for a horse, after all. Just a few hours ago, one of the primary high-speed Internet satellites over Metropolis had gone dead, and now Paula Westfield in the miniature robotics division had a problem...

_Robotics_. Something pinged for Lex as he descended from his private penthouse elevator... but no. He shook his head, pushing his hands into his pockets. He was being paranoid. The JLA had just mopped the streets with Brainiac, and it usually took the cyber- intelligence at least a couple of months to patch itself back together after Superman and his little friends got through with it.

You'd think after all these years, with all their goddamned powers, they could figure out a way to wipe Brainiac out for good-- of course, Lex had been trying to kill the rogue program for even longer than the JLA, with even less success. So he supposed he shouldn't be throwing stones.

Someday it would die, though, and at Lex's hands. He'd made a promise.

He'd promised Helen. Just before he'd put his hands around her throat and killed her.

He walked into the lab and stilled. Even before Paula turned, he knew. Something froze behind Lex's eyes. "Oh God no," somebody said, and then Lex realized it was his own voice, and he said it again. "God, no."

Not again.

Paula turned slowly, clumsily, neck twisting at an awkward angle before her body quite finished turning to face Lex. Her eyes glowed an unnatural lime-green. Her voice was a harsh, androgynous buzz. "Lex Luthor."

"_Fuck_." Lex gritted his teeth. Paula Westfield had been brilliant, a good employee. Married with a daughter, if Lex recalled correctly. And now Paula was dead, wiped clean like a re-formatted disk, and this demon mind was talking through her mouth.

Lex should have paused to assess the room for potential weapons. He should have hit the tiny panic button on his watch, alerting the police and his personal security force. Instead he just curled his hands into fists and rushed the body that had once been Paula's. Brainiac liked the portability, the flexibility of human bodies-- Lex had heard the spiel before. It wasn't too fond of physical pain, though.

Blind with rage, Lex slammed an uppercut into the face with the slack expression and glowing green eyes, slammed Paula's body back into the wall and kneed it in the gut. She'd been a small woman, but Brainiac's control gave her muscles and nerves unnatural strength-- Lex really shouldn't have been able to land as many hits as he was actually getting in. This became clear when she grinned, teeth bloody, locked her hands around his upper arms and pushed him to the floor.

And held him there. Blood spattered the front of his blue shirt as Brainiac spoke through its split lip as if it didn't hurt at all. "I would have died in Walden, but you freed me from captivity. I never expressed my appreciation."

"You can fucking die," Lex spat. The horror of his situation was becoming clear. Brainiac was going to take him. Was going to wear his face and his life like a cheap suit. He couldn't help but shudder from the thought, even though part of him knew it was no less than he deserved. Every death that Brainiac caused was on Lex's conscience; from the human hosts he burned out like matches to the collateral damage caused whenever he attacked the world's centers of information.

There had been a time when Lex could reel off the whole macabre list without thinking twice. Everyone who'd died because of his pursuits of the truths he'd deemed important. His curiosities. His obsessions. Cassandra, Nixon, Hamilton. Walden and Helen. Lucas. By now there were too many to remember. Sometimes that made it easier. Sometimes it made it worse.

He'd spent his life trying to fix things. To make them better. He'd never get that chance now. There was a glowing gem in Paula's hand, a beautiful pale green, and silver circuitry tracing over her fingers as she raised her hand. Lex knew what it was. He'd seen it before. A crude translation matrix. Computer to brain. Brain to brain--

Paula's hand dropped to Lex's forehead and he saw white.

* * *

"Come on, guys, can we go?" Cat Grant leaned over Lois' shoulder.

"You go. I'm not done yet," Lois said grimly. Cat sighed, aiming an imploring look across the desk at Clark, who shrugged and hid behind a press release.

"What's the holdup?" Cat reached across and poked Lois' screen. "_I_ could write this story. It should be wiffleball for Kent and Lane."

"Lane and Kent!" Lois said automatically.

"Tragic sudden death, LuthorCorp's sincerest condolences, the deceased's boring accomplishments, the end!" Cat said. "It's Friday night!"

Clark watched as Lois slowly drummed her fingernails against her desk, one of the many warning signs that she was about to go ballistic. "You go ahead, okay, Cat? We'll catch up," he told her. She sighed, threw up her hands and headed for the elevators. Clark watched her go, then stared patiently at Lois till she looked up. "You're reaching, you know."

"Can it," Lois told him.

"There's nothing to indicate Westfield's death was anything but what it-- look, that's really childish," Clark told Lois, who had started to quietly repeat what he was saying, except in a silly voice. "Come on, Lois!" She smirked, but stopped.

"The Justice League went over the whole scene," Clark said. "Superman told you himself that Paula Westfield had been-- taken over."

"The pieces don't fit," Lois said. "Okay, Brainiac moves into Paula Westfield's brain-- its regular M.O., right?"

Clark nodded. Grab a scientist; start building something big and nasty. It was pretty standard by now.

"But it just _did_ that. Like, last month. It's just too soon for Plan B. And Superman also said that Brainiac got to the LuthorCorp lab from a high-speed Internet satellite-- _this_ one," she said, tossing a printout across the desk. "It went dead this morning just a couple of hours before Westfield died. Plan B went south pretty damn fast, don't you think? Brainiac isn't usually that messy. It takes the time to set things up. It's methodical. Orderly. This-- this looks rushed. Sloppy."

Clark frowned, leaning back in his chair. She sounded exactly like Bruce had, earlier that day in the Watchtower. For the millionth time he wondered what would happen if he locked the two of them in a room together for a while. Probably they'd get married and have incredibly scary children, which was why he hadn't tried it yet. "Will you tell me your theory so I can poke holes in it, and we can go get nachos already?"

Lois frowned, putting her palms flat on her desk and shuffling some of the papers around. She picked up a crime-scene photo and fanned herself with it absently. "What if Westfield wasn't possessed?"

"Then she wouldn't be dead." Clark said.

"What if Luthor killed her?"

"What?" Clark blinked, so startled that he almost forgot to play devil's advocate. "Why would he want to do that?"

"Maybe they were having an affair." Lois tossed out.

"Okay, first of all, when it comes to ending affairs, nobody goes for the Big Public Murder if they've got other options, which Lex Luthor definitely does." Clark said. "And if he did want to murder somebody, why do it in such an attention-grabbing way? Not to mention that if I were Lex Luthor and I _was_ planning a murder to look like Brainiac's usual work, it would look a lot more like Brainiac's usual work than _this_ does."

Lois screwed up her face. "I'm not right."

"Why can't you ever just admit--"

"But I'm not wrong either!" Lois burst out. "Something fishy happened. You weren't there. You didn't see it. Luthor looked _weird_."

"Weird how?" Clark asked, because Lois expected him to.

"I don't know," Lois said. "Weird."

"I see why you win all those journalism awards." Clark turned to his computer, pulled the open document out of the shared folder, and started typing. "I'm finishing this story."

"It's not finished," Lois said, crossing her arms, but she leaned back in her chair and let him type.

* * *

Clark hovered for a moment above the building, then slowly descended, finally touching down on the path through the roof gardens at the top of LuthorCorp's corporate headquarters. He let out a short breath, glancing over his shoulder, then steeled himself. There were security cameras everywhere; Lex would know he'd been here. He might already know. Clark couldn't back out now.

He took a step towards the doors that led inside, then paused. Maybe going in would be rude. Maybe he should wait out here until someone alerted Lex to his presence. Maybe-- He straightened up as the sliding- glass door that led inside slowly opened, and Lex stepped outside.

He was wearing a sleek black cashmere sweater and casual black pants, instead of the usual three-piece suit. It made him look young, almost like he'd looked back in Smallville. Even after all these years, it took an effort for Clark not to automatically smile.

"Luthor," he said. Nobody could see through the hologram projector that gave Clark a different appearance as Superman, but it was always a struggle not to act overly familiar with people that Clark Kent knew. "I have a few more questions."

"Of course," Lex said smoothly. There was a strange smile playing around the edges of his mouth.

Clark hesitated. "If this isn't-- I mean, if it's not convenient I could--"

"No, not at all." Lex smiled easily. "Not for you."

Clark's eyes widened as Lex turned away. Not for _you_? What the heck was that supposed to mean? People treated Superman differently sometimes, but Lex had always pretty much hated his guts. He gulped and quickly followed Lex through the glass-enclosed patio and into Lex's private office.

He'd never been up here before, not since Lex took over LuthorCorp. Still, he got a strange flash of deja vu as he crossed the threshold. It wasn't that this place looked anything like Lex's office in the castle, because it didn't. Lex apparently hadn't redecorated after deposing his father. It was all sterile white walls, black leather furniture and blue-tinted lighting that seemed to be casting muted shadows over more things than it was actually illuminating. Just about the only thing that was similar was the glass- and-steel desk over by the tall windows at the end of the room.

Lex paused next to one of the black leather armchairs, running his fingers slowly up the arm, then back down again. "So. What did you need?"

Clark felt himself blush, and hoped the mood lighting would cover it. He told himself firmly that he was imagining the suggestive tone in Lex's voice-- Lex flirted with just about everything human, but that was apparently where he drew the line. He'd never showed any kind of attraction to Superman, the few times they'd interacted in a public setting. Just the opposite, really. More of a cool revulsion than anything else.

It was understandable. Back in Smallville, Lex had been so incredibly intrigued by the idea of aliens visiting Earth. It wasn't just curiosity, it was need, and it ran deep. The few times he'd ever talked about it to Clark, he got the same look on his face as he did when he talked about his mother.

But that had been in the days before Lex had changed. Before Brainiac... Before Helen Bryce.

Before.

So yeah. Clark completely understood why Lex might not be too fucking crazy about the alien superhero in his city. "I apologize for bothering you so late," he began. "I just wanted to ask about Paula Westfield's work."

Lex raised a hand, idly rubbing his knuckles over his chest as he considered. "I instructed Paula Westfield's assistants to cooperate fully with the official investigation," he said, his voice still slow and dripping with honey. "I understand that it's the policy of the Metropolis police department to cooperate fully with you."

"It is," Clark said. "I just wanted to know..." He gritted his teeth a little, holding out his hands. There really wasn't any good way to say this, but he had to ask. "Was there anything you didn't tell the police?"

Lex raised an eyebrow, eloquently.

"I'm not accusing you of obstructing the investigation," Clark said quickly. "But I know that LuthorCorp has a lot of powerful competitors, and I understand that might not be in your-- in the company's best interests to turn over all of Dr. Westfield's research if it was something that you felt... might not be totally relevant."

He breathed out slowly, feeling pinned under Lex's steady gaze like a particularly gaudy butterfly. Lex looked at him a moment longer, then sat down in one of the dark leather chairs.

"I can assure you," Clark continued, "anything you tell me-- it'll be confidential. We're only interested in Brainiac."

Lex smiled again, and Clark was beginning to get what Lois had meant when she'd said he'd been acting _weird_. Some people were calming to be around, never moving or thinking too quickly to follow, never challenging you or pushing you off-balance. Lex had never even been _close_ to being one of those people, but tonight... His voice was patient, the calm in his eyes was almost hypnotic, and the relaxed sprawl of his body made Clark want to steal his chair and take it back to the Fortress of Solitude just to see if it could possibly be as comfortable as it looked.

It also made him want to do... other things, things he hadn't thought about in years and years. Okay, maybe not years, but at least a few months. Well, at least since last Monday, but that had just been a fluke, really, and it wasn't _his_ fault he'd known Lex at a really pivotal time in the development of his sexuality, and... Clark realized he'd been staring into Lex's eyes for several moments too long, and jerked his gaze away. He turned awkwardly, taking a step and staring blindly at a black lacquer display case with some ancient sharp thing in it that had probably belonged to Alexander the Great.

"I assure you, the police know everything I know about Paula Westfield's work," Lex said. "She was developing a system for coordinating teams of tiny robots with GPS signals, in order to help dig through disaster areas and discover survivors. We were just about to move into the testing stage."

"I read about it," Clark said, looking at his shadowed, blue reflection in the glass door of the case.

"You wrote about it," Lex said, his voice curving with amusement, and Clark froze. He turned, nearly jumping out of his skin to find Lex standing close behind him- - he'd been so distracted he hadn't heard Lex get up or cross the room.

"I-- what?"

"Clark," Lex said, tilting his head again with that strangely distant air of amusement. "I know who you are."

Clark couldn't move, trapped between Lex and the display case. He felt numb all over. "Clark?" he said weakly. His throat hurt. "I don't know--"

Lex silenced him by putting his fingers over Clark's mouth. His hand lingered there, then slipped down to Clark's shoulder. He brushed a thumb across Clark's chest, tracing the line just above his collarbone where spandex stopped and skin started. Clark stood still, not sure where to look or what to do with his hands. He couldn't breathe.

"It's never been like this," Lex murmured. He leaned closer, his mouth brushing Clark's jaw. Clark closed his eyes, blushing harder as Lex tilted his head up, shivering as Lex licked his cheek. He made a pleased noise against Clark's skin. "This body responds to you..."

Clark's eyes opened. The blood drained from his face. He jerked back, his elbow bashing into the glass in the display case. It shattered, scattering shards of glass around their feet. Lex didn't even flinch.

Oh God. Oh no. It wasn't Lex.

But it couldn't be. Clark shook his head, his mouth moving wordlessly as he tried to deny it. Lex still _sounded_ like himself. He still moved like Lex, talked like Lex. Brainiac couldn't hide like that, couldn't mimic his victims this well.

"Lex?" he said, his voice cracking. The creepy, distant smile on Lex's face stayed there like it had been painted there. "Lex, please--"

"I'm here," he said in a mockery of a reassuring voice, lifting a hand to touch Clark's face. Clark knocked his arm away and pushed past him, escaping into the center of the room. "No. Who are you?"

"You know who I am." Lex really sounded amused now, and Clark turned back to stare at him, not bothering to hide anything, the pain or the pleading expression on his face.

Lex's mouth stretched into a sharp, triumphant grin. "You've been running from me for a long time, Kal-El."

"Oh, God, _no_\--"

"The time for avoiding your destiny is over," Brainiac said coolly, advancing on Clark. "LuthorCorp provides needed infrastructure, a base from which to expand. My influence over this city is great, and your powers are at their peak. It's time for you to fulfill your destiny, child of Krypton."

Clark retreated back, barely hearing the words through the waves of horror that kept sweeping over him. Lex was dead. It was Clark's fault, just like Helen and Walden and Paula Westfield and all the others. And he was-- he was going to have to--

"I can be everything you need," Brainiac said, so close and running a hand up Clark's abdomen, just the barest touch. Clark shuddered.

"Stop it," he said, pushing Brainiac's hand away again. "Just, just stop it, Lex would never _do_ this- -"

"Of course I would," Brainiac said, and god, it sounded so much like Lex it hurt. "The week before the robbery at the castle... do you remember? You asked if I'd let Chloe interview me. When I agreed, she got so excited she spilled her espresso all over your shirt. I wanted to take you into the bathroom, peel it off and lick you clean."

"That's not true," Clark said, but there was no force behind the words.

"No human language has words for what I feel for you, Kal-El." Brainiac kissed him, its mouth warm and wet and perfect, and Clark twisted away, shaking with revulsion. He thought he was going to throw up. Brainiac watched him for a moment, then turned away, heading over to the desk and pouring itself a snifter of cognac. It raised the glass, watching amber highlights gleam, then sipped. "I was right. This body suits me," it mused, then looked significantly at Clark. "I understand more now than I ever have. You _will_ embrace your destiny, Clark. You have no other choice."

Clark was at his side in a blur, his hand locked around Lex's throat before his cape could settle from the rush of wind he'd created.

"I _always_ have a choice when it comes to you," he said, and he meant it. He could tighten his hand now and crush Brainiac without feeling a twinge of guilt. He didn't know how advanced Kryptonian technology had been, but he didn't care.

As far as he was concerned, Brainiac was just a machine. Not _alive_, and no more self-aware than a cold virus, spreading and infecting because it was made to do that. You couldn't explain to a virus why it was wrong to make people sick and die. You just had to eradicate it, get _rid_ of it. Clark's hand tightened, and something like terror flashed in Lex's- - in Brainiac's eyes.

* * *

"I couldn't do it," Clark said, then glanced around the room at the rest of the League.

Nobody looked surprised, although Hawkgirl did look a little peeved. "Why not?"

Clark leaned forward with a sigh, resting his weight on his hands. He stared down at the round table with the JLA emblem embossed across its center, at his blurred reflection in the metal, and shook his head.

He'd called this emergency meeting without really thinking twice. Without realizing how much of the story he was going to have to leave out.

"I mean... did you inform the Metropolis police?" Hawkgirl sounded uncomfortable, but pushed on. "Did you tell anyone at LuthorCorp?"

Clark closed his eyes, shaking his head again. "I wasn't-- sure. I'm still not. It sounded like Brainiac, but he said things that sounded like Lex Luthor. He remembered things he shouldn't have been able to remember."

"What kinds of things?" Diana asked, but Hawkgirl waved that away with an impatient gesture.

"Look, if he was in the LuthorCorp computers, then he had access to all Luthor's records and files," she pointed out impatiently. "So he's found some way to better impersonate his victims. He's still Brainiac, and in human form, he's vulnerable."

"I agree," Green Lantern said. "We need to act now, before he starts using LuthorCorp's resources to move forward with the next stage of his plan."

"I don't know if there is a next stage." Clark said slowly. He glanced at Bruce, seated across the table. "If it is Brainiac... I think he considers this a permanent move. I think might have been his plan all along."

Flash stopped spinning around in his chair, catching himself on the edge of the table. "I don't get it. Permanent? Lex Luthor is human, isn't he?"

Clark closed his eyes, swallowing, but Bruce spoke before he could. "Not entirely."

Clark glanced up gratefully, but as always, Bruce's expression was unreadable under the cowl. "He was exposed at a young age to a powerful radioactive mutagenic compound," Bruce continued. "He may last longer than Brainiac's other hosts. Or he may not burn out at all."

"Why didn't we know this?" Green Lantern asked.

Bruce gave him one of the better Batman stares. "You didn't need to."

"It was in the computers, though," Flash said suddenly. "'Cause that's how Brainiac found out. Right? He comes up here, grabs our files, and then he goes for Luthor."

Bruce paused. "According to my analysis of the computer records, yes."

"So what else--" Flash began.

Bruce cut him off. "We can discuss that later."

"Why not now?" Flash shot back. "What else don't we know about Lex Luthor? Hell, what else don't we know, period?"

"Crazy as it sounds, I agree with Flash," Hawkgirl said.

"Thanks-- hey!"

"We can't know the full extent of the information that Brainiac pulled from our database," she continued.

"_We're_ the ones who are vulnerable," Green Lantern added grimly.

"We need to know everything Brainiac knows," Hawkgirl told Bruce. He just stared back at her, his mouth a thin line. "And if we're being kept in the dark--"

"Guys! Cut it out." Clark said. He stopped, lowering his voice. "This isn't helping."

An startled silence filled the conference room as everyone turned to look at Clark. Frowning, Clark found himself looking over to the corner where J'onn Jonzz was standing. He'd said nothing since arriving at the Watchtower, which wasn't exactly out of character for him. But Clark had felt his gaze the entire time.

J'onn met Clark's eyes without blinking. Clark took a deep breath.

"Batman and I knew that Lex was a mutant. The medical records were in the file, but they weren't accessible to the rest of you. We didn't feel--" He glanced around the room, frustrated. "Everybody in this room, secret identity or not, has things about their life that aren't anybody else's business. Lex's condition was one of those things."

He stopped talking. Flash and Diana were staring at him. Hawkgirl and Green Lantern exchanged a doubtful glance, and then Green Lantern cleared his throat. "_Lex_?"

Clark cleared his throat. "I knew-- I knew him." His mouth tasted like metal, like guilt. Lex was dead and Clark was still lying. He'd deserved better than that. "I was his friend." he said. "Once." His voice shook despite himself, and he bit his lip savagely, pressing his hands into the tabletop till he felt the metal begin to give. He pulled his hands away, curling them into fists, and looked down at his boots. Diana crossed to his side, resting her hand on his shoulder.

Hawkgirl broke the silence, her voice softer now. "You said you weren't sure if it was Luthor or Brainiac."

"I don't... I couldn't..." Clark shook his head, and Diana tightened her grip. Clark looked at her gratefully. "I don't know."

Green Lantern turned back to Bruce. "So what's our next move?"

Bruce looked at Clark. "What does he want?"

Clark tried to smile. "Same thing as always."

Flash laughed, drumming his fingers on the table. "After a while, it kind of starts to bug you, doesn't it?" he said jokingly, and it really barely sounded forced at all. "'Superman, take over the world with me, Superman, rule by my side.' What are the rest of us, chopped liver? I could rule the world."

"God forbid," Green Lantern muttered. Hawkgirl snorted in amusement.

"We need to know exactly what we're dealing with." Bruce said. He met Clark's eyes, checking to see if Clark agreed, then looked around at the others. "Reconnaissance first. J'onn, you're with Superman and me." He stood, indicating that the meeting was over.

* * *

Batman waited until the others were gone and the door had closed behind them. He rose from the table and tapped a button on the console next to the doorway, activating the privacy lock, then turned back to J'onn and Clark. Clark usually stood during JLA meetings, but he'd slumped into a chair while Batman's back was turned.

Clark had known Luthor since they both were boys. The closest experience Batman had to compare it to was when he'd lost Harvey. Sometimes, in the darkest hours of night, he thought it might've been easier if Harvey had just died. Seeing flashes of his old friend in the madman he'd become-- desperately hoping against hope that someday he might be cured, returned to his old self-- Batman had never really been able to mourn. Never been able to let go.

He didn't want that for Clark. "Superman," he said, and the younger man looked up, visibly steeling himself. "You know it's not him."

Clark's smile was ugly. "Somehow? I doubt that having a secret crush on an underage farmboy is anything Lex ever kept in a computer file."

Batman took that in, re-adjusting his mental picture of the situation. "Even if Brainiac's accessed Luthor's memories, that doesn't mean he'll leave the body without a fight," he pointed out. "It doesn't mean Luthor's personality survives, or--"

"I know! Goddammit, Bruce!" Clark nearly knocked over his chair, standing and striding over to the window. "I just, I just, we can look, right? We can see."

Batman looked over at J'onn. If the Martian were picking up even Bruce's surface thoughts at the moment, he'd know that Batman wasn't planning a reconnaissance mission. The junior members of the team had been entirely correct. The time for decisive action was now.

"He knows too much, Clark." He knew Batman's secret identity, and Clark's true one. He knew about the true intent of the Kryptonians who'd sent Clark to this planet. "One way or another we're going to have to take him down."

Clark didn't say anything. He reached out for the windowpane, faltered, then pressed his fingertips against it, staring out at the stars. "Lex," he said, then cleared his throat. "Lex was always stronger than I was."

"Maybe," J'onn said quietly, startling Clark, who glanced over his shoulder. The Martian stood still, regarding Clark with impassivity. "Maybe it's simply your turn to be strong now."

Batman sincerely hoped that was the case.

There was a reason he'd chosen Clark and J'onn to take care of the situation. There simply wasn't a way to involve the younger members of the team without exposing them to information that was better kept among as few people as possible. Secret identities. Clark's biological imperative to conquer. It now appeared that Clark's sexual orientation might have to be added to the list of things people just didn't need to know about.

The others didn't like being kept out of the loop, that much was obvious. Well, they didn't have to like it. They just had to live with it.

"Let's go," he said. For a moment, he thought Clark might protest, but the younger man just squared his shoulders and fell into step as Batman led the way out of the room.

* * *

You and I, we're not so different, said the voice in his head. Lex tried not to listen, but there was nothing else to do. He couldn't close his eyes, couldn't turn away, couldn't lose himself in his own thoughts. Brainiac hadn't invaded him so much as enveloped him; there was nothing left of Lex except a tiny spark inside a galaxy of fog. Brainiac's voice was everything and everywhere.

Sometimes the voice sounded like Lex's father at the top of his game, commanding and infuriatingly cocky. Sometimes it sounded like Lucas, coldly insinuating, quickly turning vicious at unpredictable times. Lex almost looked forward to hearing those old ghosts. At least then, he could tell the difference between Brainiac's thoughts and his own.

He couldn't always do that, and it was getting worse and worse. We're not the same, he said, but his lips didn't move, his breath didn't even hitch. We're nothing alike.

We're both survivors, said Lex's mental voice, and he spun dizzily inside his own head, unable to tell if it had been him thinking the words, or Brainiac.

Why fight it, the voice in his head wondered. Just let go. Become. Just what you always wanted.

You're never going to be alone again.

Brainiac was stretched out on the couch in the penthouse apartment, listening to some of Lex's old CDs and smiling quietly to himself. These past few days had been amazing, a riot of sensation. Color and sound and taste and emotion. He'd never melded with any of the previous human hosts in this fashion, never allowed himself to sink so deep into the flesh.

He'd had steak for dinner at one of Metropolis' finest restaurants, and perhaps one too many glasses of wine. He and Mercy had waited outside the restaurant for the valet to return with Lex's Porsche, and he'd taken a step closer than Lex would have and inhaled the scent of her hair, pulled back in a tight braid. Mercy wore no perfume, but the warm, healthy scent of her skin was intoxicating. He'd put his hand on the small of her back, sliding his palm up her spine and feeling her stiffen. Stop touching her, Lex had told him, stop it, and there was more emotion there, a tangled web of messy human concepts, and he'd pulled his hand back and savored the new sensation the same way he'd lingered over the wine. It was, perhaps, an experiment worth repeating.

He felt, for the first time ever, fully alive.

Across the room, next to the CD player, a small black console blinked, drawing Brainiac's attention. He shifted slightly on the couch, looking closer at the row of tiny LED lights along the surface of the nondescript appliance. Three lights were blinking at the moment, at various speeds, and Lex's memory told him what to do about the fastest-blinking one.

"Countermeasure fourteen," he said softly, and sheets of crackling blue energy slammed out from seven different projectors, formerly disguised as breaks in the paneling of the walls. The projectors buzzed like so many bug-zappers, creating a glowing web of force fields that intersected the entire room.

The largest cell was in the center of the room, allowing Lex room to stand and walk around. He stood up, stretched lazily, rolling his neck to get rid of a slight crick, then glanced around at the south, east and west corners of the room. "Gentlemen." He turned to Kal-El first, keeping the others in his peripheral vision. "You could have called first. I wasn't expecting company."

A crackling flash to his left heralded the Martian's attempt to phase through the force field. "J'onn!" Kal-El shouted, pacing to the edge of his cell, but the Martian, crumpled on the floor and didn't answer.

Lex moved closer, glancing down through the cascading sheet of energy, watching the green muscles twitch. "I wouldn't advise phasing through the floor or the ceiling, either," he advised. Not that it really mattered whether or not they disposed of themselves before he got around to it, but it had seemed like the thing to say.

He looked back at Kal-El. "I spent a lot of trouble getting this set up," he said. "Nice to see that I got my money's worth."

A spark of curiosity spurred him, and he crossed to the right side of the room, studying the dark shape doing its best to melt back into the meager shadows in its force-shielded cell. "Bruce," he said. "I always figured you'd just done way too much coke back in the day." The Batman betrayed no reaction to his words except for slightly narrowed eyes, and Brainiac wondered why he was bothering to bait the human. It was _Lex_ who was intrigued. Brainiac had other concerns. He blinked, and faced Kal-El.

"They're going to die," he said, gesturing to the others. "The rest of the League, too. Your parents, your sister, your friends at the Planet-- they're all within my grasp. This isn't a hypothetical situation. It's time to make your choice."

Kal-El stared at him through the force field, jaw gritted and fingers twitching. He was very, very obviously steeling himself for an attempt to break through into the center of the room, and Lex sighed tolerantly and stepped back a little. It was so easy to read Kal-El now, and so very simple to manipulate him. The boy he'd known, the man he'd become, the hero that Lex had studied with the full force of his obsessive tendencies-- most of Lex's memories were accessible to Brainiac, and he was finding them to be a very valuable resource indeed.

"I made my choice a long time ago," Kal-El said breathlessly, and blurred forward. Lex reached to his left, into the display case where a small gilt box sat on a velvet stand. He flicked it open, caught up the tiny object inside, and brought his hand forward.

Clark was halfway through the force field when the meteor rock touched his chest. He screamed, and the lights in the room flickered, but the force field didn't dim. Lex's hand shook, and Brainiac pressed the Kryptonite forward as the smell of singed spandex and flesh filled the room.

Clark reeled backwards and collapsed to his hands and knees inside the cell, shaking and gasping hoarsely for breath. Lex rubbed his thumb over the smooth, palm-sized lump of meteor rock in his palm, and slipped it into his pocket.

"That was stupid, Clark," he said, anger sharpening his voice and tightening the skin on the back of his neck. "_Really_ stupid."

Something flashed red in the corner of his eye, a bright contrast to the blue and white force fields limning everything in frost. He turned just in time to get slammed in the jaw with a vicious uppercut, felt a hand brush at his leg, and when he hit the ground his pocket was empty.

"Hi, guys," he heard the Flash announce. "I was just in the neighborhood, you know, so I thought I'd--"

"Flash!" the Batman cut him off. "The console, in the corner--"

"Which one?" The Flash glanced past Lex, at the tall metal rack that held the various parts of Lex's state- of-the-art home entertainment system as well as various security accoutrements. "When in doubt, smash 'em all--"

Lex ran his tongue over his teeth. "Countermeasure six."

Four tiny nozzles mounted on the top row of the metal shelving unit rotated, flaring open and jetting a fine mist down over the Flash as he punched a very expensive stereo unit four or five times at a very high speed. Lex rolled out of the way, careful not to brush against the force field as he got to his feet.

"Flash!" the Batman roared, but it was too late. Lex snickered to himself.

"What the fuck!" the Flash yelped, trying to pull his hand back. He twitched, caught by the thin layer of cohesive glue that had instantly bonded his fist to the ruined stereo, and his feet to the floor. He yanked, trying to get his hand back, nearly overbalanced, braced himself and started pulling harder, desperately trying to get his hand free.

Reaching into the same display case that had held the Kryptonite, Lex pulled out an antique pistol.

Flash twisted around to stare, wide-eyed, then turned back to the console and smashed his free hand into a final piece of equipment seconds before the butt of the pistol connected with his temple. He slumped against the metal rack, fists still glued above his head, but he'd done it-- the force field flickered and went out.

"Countermeasure _one_," Lex ground out before Kal-El's hand was around his throat again, and the rush of adrenaline and triumph was incredible, prickling over his entire body. He laughed in Kal-El's face, and Clark seemed to be able to read his expression, because he let him go instantly, eyes wide.

"What's countermeasure one?"

"There's a bomb next door." Lex inclined his head in the direction of the Daily Planet. His jaw hardly even ached any more. "You've got two minutes. Oh, and just to make things a little more interesting..." He pointed the gun without looking and fired. There was a soft grunt from the Martian's corner of the room-- good. That part of the plan worked better if he wasn't already dead.

"Take care of him, Batman--" Kal-El blasted through the French doors that led out to the balcony, shredding the curtains and sending glass and splinters of wood flying in his haste.

Lex glanced around the room. Batman was bent over the Martian, desperately trying to staunch the heavily bleeding wound in his side. The Flash was still unconscious, slumped against the shelf. He stepped past the Flash carefully, turning as he reached the doorway.

"Tell Wally to give his aunt my regards."

* * *

Thanks to the gaping hole in the doors at the far end of the room, it was getting very, very cold in the penthouse suite. Batman held both his hands over the gunshot wound in J'onn's side. He was reasonably familiar with the Martian's physiology, and he didn't think the bullet had struck anything vital, but J'onn needed to get to the Watchtower's infirmary and he needed to get there now.

"He was bluffing." Clark landed at his side with a rush of air. "There's no bomb."

"Are you _sure_?" Batman snapped back.

"Well, I didn't look _everywhere_\--" Clark said with heavy sarcasm. "No, I'm pretty damn _sure_. Also? It's been two and a half minutes!"

"All right. I need my hands," Batman said. "Hit my transporter and J'onn's." He glanced up as Clark leaned down to obey him, lowering his voice. "Then wake up Flash, ask him where his aunt lives, and _get there_."

Clark's face went bleak, but he didn't say a word, just hit the tiny transport controls on J'onn's belt and Batman's. The world disappeared in a spine- tingling flash.

* * *

It didn't take long to stabilize J'onn once he was in the infirmary. Martians were generally sturdy. He'd heal. It would just take time. Batman waited outside the infirmary, leaning against the wall so his cape fell around his body like a cloak. Hawkgirl came around the corner and paused a little, visibly thrown off-balance by his demeanor. "Flash and Superman are back."

He nodded and followed her into the briefing room. Flash's voice echoed through the corridors as they approached. "Ow! OW! Motherf... sorry, Aunt Iris. _Ouch!_ Dammit!"

"Your uncle used to shave his entire body, you know," said the woman standing next to him. She had short brown hair with a blaze of gray at her forehead and temples. She was wearing blue fuzzy slippers and a bathrobe over a flannel nightgown, but she still looked entirely unruffled, regardless of the superheroes around her and the fact that Wally had chunks of expensive carpeting and various plastic components glued to various parts of his body.

Flash groaned and explained to Green Lantern, who was currently trying to tug his glove off his right hand. The fact that the bonding agent had apparently glued his costume to his skin was making that a bit problematic. "My uncle was the original Flash."

"Sure," Green Lantern said. He tugged again at the Flash's glove, but stopped when the Flash flinched. "Maybe you could try to soak it off."

"Like we have _time_ for that!" Flash snapped back, then glanced up quickly, noticing Hawkgirl and Batman. "How's J'onn?"

"He'll live." Batman said. "Hawkgirl, go to the lab. Analyze a sample of the glue. Maybe the computer can find a compound that'll break it down."

Flash sighed, and Green Lantern helped him up carefully. Flash's aunt supported his other arm. They escorted him out of the room, and Hawkgirl followed.

Batman slowly lowered himself into a seat. There was a pause before Diana stepped forward, looking at him across the table. "You shouldn't have tried to do this by yourselves," she told him firmly. "We all should have gone. I know you were trying to make it easy on him--" She inclined her head at Clark, who was over in a corner, staring out the windows again, seemingly not noticing anything going on in the room. "But this is the kind of thing the team needs to address. This is what we're a team _for_."

"No," Clark said quietly. "It really isn't." He looked at them both. "This is my problem. I've tried to pretend it's not, but it is. It's got everything to do with me and it's time I started acting like it."

"What's your plan?" Bruce said.

"There's one thing we can still use," Clark said. "One contingency that was never in the computer system." He looked at Bruce calmly. Bruce froze in his chair.

Diana frowned at the sudden stillness in the room. "Superman, what are you talking about?"

Clark ran a hand nervously through his hair. He pulled out the chair next to Bruce, leaning forward and resting his elbows on his knees, looking into Bruce's eyes with quiet pleading. "I know you hoped you'd never have to use it, but I think it's time."

Diana folded her arms over her chest, and Clark lowered his head, staring at the floor. "About a year ago I gave Batman a bullet made out of meteor rock."

Diana's lips parted slightly, and she stared at Bruce in reflexive denial.

"Knowing you," Clark told Batman, "you probably already had some kind of failsafe set up in case I went rogue, but I just-- I needed to know that _I'd_ done everything I could." Batman nodded once.

"And how's that going to help us against Brainiac?" Diana demanded. She hadn't thought it through, but Bruce had. It was a good plan. It might even work. The worst part was, he couldn't think of any other way.

"I'm going to offer him what he's always wanted," Clark said, and he sounded strangely young, strangely light. "Me."

* * *

"Hey, I think it's working," Wally said, standing under the emergency shower in the lab. Hawkgirl had whipped up a batch of something funky-looking and dumped it in the water, and sure enough, he was already starting to feel a little less like he was wrapped in a sticky Fruit Roll-Up. Mmmm, a Fruit Roll- Up would really hit the spot right now, he thought, rubbing at his arm, and then his glove smudged. "Also?" he added. "Dissolving my uniform."

Hawkgirl's eyes widened. Wally watched closely, and yes! Her eyes dipped low before she covered up the eyeholes in her mask with her hands. "I. Okay. That's unexpected."

"I'll get you an extra uniform," John said, and ducked out of the room almost as quickly as Wally could have. Wally laughed at him as he left. Big, tough Green Lantern-- yeah, right.

"Hey, maybe you should come over here and check this out," he told Hawkgirl as bits of his costume started to peel off and wash down the drain.

"_Excuse_ me?"

"Well, what if I get a rash or something?"

"I'm sure it won't be a new experience."

Wally let that one go right on by. "I got hit in the head." he tried. "I don't think I should be showering alone."

"I will call your aunt _right back_ in here," Hawkgirl said, and Wally shut up. Dammit. It really just _figured_ that his aunt and Hawkgirl would hit it off in, like, a millisecond. Next thing it'd be baby pictures and the story about the family picnic when he was eleven. He braced himself against the wall and tilted his head back into the spray, raking his fingers over his scalp to get the last bits of sticky costume out of his hair.

"Oh, great Goddess!" Wonder Woman yelped. Wally glanced over his shoulder to see her hurriedly turn around and walk right back out of the room.

"Sorry!"

Hawkgirl had taken her hands off her eyes when Wonder Woman walked in. Her gaze flickered over to Wally momentarily, and then she hurried out into the hall as well. "What is it?"

Wally listened, but Wonder Woman was still sputtering about cruel Fates and Hera's girdle and _warning_ somebody before they walked in on something like that. He yanked on the handle to turn the shower off, grabbed the gray towel on the lab bench, and started scrubbing down. There were still a couple of reddish streaks on his arms and legs, but he was pretty sure those were just from his costume, not Hawkgirl's chemical de-bonding agent thingie.

"Ladies," he called, knotting the towel around his hips, "I'm decent!"

Wonder Woman glanced into the room, then turned away again. This time she wasn't looking at Hawkgirl _or_ Wally. "Superman has something he wants to say to all of us."

* * *

"Well, where is he?" Wally asked after a few moments. He looked at Batman and Wonder Woman. Neither of them answered him. He sighed.

"I'm here," Superman said, walking into the room. He looked tired, and the room was very quiet, very still. Wally wouldn't have thought he'd have missed J'onn's presence that much, considering the guy wasn't exactly verbose. But there was definitely an empty space in the room, a sense that the team wasn't quite complete without him. "I've just contacted Brainiac." Superman said. "I... Batman and I have come up with a plan that we think will work, but we're all going to have to work together on this one."

"Superman's arranged--" Batman began.

"Wait. Batman, I--" Superman looked around the table at the other members of the League, first. "There's something I need to say. I..." He smiled, wearily. "This is hard. I haven't been completely honest with you."

Wally traded puzzled glances with Green Lantern, and then they both stared as Superman blurred into super- speed for a bare moment. When he reappeared... he wasn't Superman. There was just some guy standing there, some guy with neatly combed hair in a blue suit and dorky tie. He didn't really look _different_ from Superman, but-- Wally squinted, leaning forward as the guy-- Superman-- took off his glasses and dropped them on the table. His mouth twisted a little wryly.

"First of all," he said cautiously, "um. Nice to meet you all. My name's Clark Kent."

"My god," John Stewart said, then laughed disbelievingly. "I never even thought you _had_ a secret identity."

"Holy shit!" Wally blurted. "That's why you look familiar. You're that guy from the Daily Planet!"

"Yeah." Superman-- no, _Clark_ grinned. "I'm that guy from the Daily Planet." He sobered, reached for his chair, pulled it out and sat down at the table. "There's, um, more."

Wally thought of about nineteen different things to say, but kept his mouth shut. And Hawkgirl said he had no self-control.

"You all know I was sent here-- to Earth--" he said. "For whatever reason, my biological parents had to send me away when I was a kid. For a long time, that was all I knew." He reached up and adjusted his tie, loosening it a little. "They sent a message along with me. I didn't know how to read it for a long time, but when I did, it said..." He took a slow breath. "'On the third planet from this sun, Sol, you will be a god among men. They are a flawed race; rule them with strength. That is where your greatness lies.'"

It had the ring of something memorized a long time ago, the kind of thing you couldn't forget if you wanted to, that came back to you in the middle of the night sometimes and sang itself over and over. Wally leaned back in his chair, glancing around the table to see how the others were taking that particular piece of information. John's brow was knotted in thought, Hawkgirl was frowning in disbelief. Wonder Woman looked shocked. Batman, of course, was unreadable as ever.

"_My_ father wanted me to go to law school," John finally said, breaking the silence, and Wally laughed, relieved. The smile disappeared from his face as Clark responded bitterly.

"Did your father create a murderous artificial intelligence and send it along with you to your new planet to make sure you took over like a good little dictator?"

"Brainiac is _Kryptonian?_" Hawkgirl stood, her wings flaring as her body tensed. "He's actually from your homeworld?!"

"Yes," Clark said.

"I don't fucking believe this," Wally said. He felt like he'd just been whacked in the head-- well, he _had_ just been, but. Jesus _Christ_. "So that's it? That's why you were so close-lipped about this thing with Luthor--"

"That's why you three had to go face Brainiac alone?" Hawkgirl sounded just as betrayed as Wally felt.

"That's why my _aunt_\--" Wally began, and Batman's hand closed on his shoulder. Wally barely stopped himself from speeding across the room in surprise.

"Sit. Down."

Wally did.

Clark leaned both hands on the table, frowning. It was kinda like seeing in double vision, to look at this guy in his street clothes and see _Superman_, but the pose was the same, the expression. Even the face wasn't that different.

"That's why he's always wanted me." Clark pressed his lips together for a moment, then looked around the table. "It's what we're going to take advantage of. I've arranged a meeting with Brainiac. A few hours from now, in Arizona, at one of Luthor's secret labs. I'm going to tell him that I've changed my mind, that I'd rather work with him than see my friends get hurt." He took a breath, fingers twitching slightly at his side. "Batman's been doing some experiments lately with a variation of meteor rock-- Kryptonite."

"It's harmless to Superman except in extremely large doses," Batman interjected, "but the radiation that it gives off will disrupt Brainiac's neural network. This time he won't have anywhere to go."

Green Lantern frowned. "You're sure it's safe for you, Superman?"

Clark looked up. "There's some risk," he said. "But this is something I need to do."

* * *

Wally sat still in his chair for almost a whole minute after the meeting broke up. Wonder Woman and Green Lantern had gone to check on J'onn, who was pretty much gonna be okay, even if he wasn't up for the mission. Batman had headed off to collect the variant of meteor rock from Superman's fortress, and Superman himself had donned his suit and cape again and buzzed off somewhere to do his own thing.

Hawkgirl and Wally looked at each other. Wally sighed and clapped her on the arm. "C'mon, let's go see if my aunt's re-arranging the furniture yet."

They headed down the hall together. "It's so strange," Hawkgirl said, glancing at him. She sounded almost tentative. "Superman, I mean. Being someone else."

"What?" Wally said, then shrugged. "Oh. Well, yeah, sure. A guy doesn't wear a mask, and you think he's got no secrets to hide. But we're all deeper than we look, right?"

Hawkgirl smirked a little, and punched the button to open the door to the common room. She'd thought it, but she hadn't said it-- Wally grinned to himself. He was wearing her down.

* * *

"Hi, Dad." came a voice from behind Jonathan, and he turned, already smiling.

"Clark!" He turned, squinting through the dim light. Clark was a dark shape in the doorway of the barn, the pale Kansas dawn just beginning to lighten the sky behind him. Jonathan set down his pitchfork and stripped off his gloves, then headed over and clapped Clark on the shoulder. He was wearing jeans and a worn old flannel, which meant he'd probably run home instead of flying. "What brings you home?"

"Nothin'." Clark smiled. It didn't fool Jonathan for a second. He looked at Clark searchingly. Clark sighed and turned away.

"What is it, son?" Jonathan asked, a dull ache already forming in his stomach.

Clark straightened his shoulders, then turned and glanced up towards his old loft, the first few rays of dawn lighting his profile. Even in a worn old flannel shirt, his hair messy from the run, he still looked so damned grown-up. It was always a shock to Jonathan when he realized Clark wasn't five any more. He didn't suppose he'd ever get over it, really. "I've arranged, um. I've arranged for someone to take care of the Fortress," Clark said, startling Jonathan out of his reverie. He looked back with a quick grin. "The other one."

Jonathan narrowed his eyes, slowly. "Why, where are you going?"

"There's something I have to-- something I need to do," Clark said. He swallowed and continued, more quietly. "It's dangerous. I might not come back."

Jonathan tossed his gloves onto his workbench and strode forward, gripping Clark's arm tightly. "Just you? What about that League of yours? They can't--"

"They can't," Clark said with finality. "It has to be me." Jonathan shook his head, as if he could argue it away, whatever this was-- whatever danger Clark was going to stand in front of this time, putting himself between harm and the world. But he knew, maybe better than anyone, that he couldn't.

"I just--" Clark said, and then he turned, hugging Jonathan, leaning his head on his father's shoulder.

Jonathan hugged him back hard, still in shock. "Clark."

"Don't argue with me, Dad." Clark said, and then let go. His jaw was tight with determination, but his eyes were wide, full of sorrow and fear. Jonathan took him by the shoulders and stared at him for a moment, then nodded wordlessly.

"Come in the house," he said, when he felt like he could trust himself to speak. "Your mother and Abigail will be awake--"

"I can't stay," Clark said. "There's not time. I just wanted to tell you. There's a couple of guys-- Wally West, and Bruce Wayne. People you can trust, if you need anything. Remember that."

Jonathan nodded again, a lump in his throat.

"Thank you," Clark was hoarse, nearly voiceless, but his eyes were intense. "I think every day about what I might've been. What I could've become without you and Mom. I-- I've had a good life. I've helped people." He bit his lip, almost managing a grin. "That makes it okay."

He ducked his head, and Jonathan reached out to him again. Clark took a quick breath and stepped back as though another touch would break him, glancing towards the open barn door. "I have to go now."

"I'm proud of you, Clark," Jonathan forced out as his son walked away. "I have _always_ been proud of you." Clark smiled, quietly.

"I love you too," he said. "Tell Mom and Abbie..." He stared off towards the house as the dawn grew lighter and lighter, then back at Jonathan, and for a moment, he really did smile. "You know."

He stepped past the door and was gone. Jonathan ran a shaking hand over his face. The sun rose higher in the morning sky.

* * *

The helicopter set down on the roof of the secured research facility with a soft thump. Lex deboarded, disdaining the pilot when he offered an arm to help Lex descend. He glanced around at the glaring, empty desert that surrounded the building on all sides. A barbed-wire fence stretched from point to point, creating arbitrary angles as it cut off the building from the nothingness outside. It was only two stories tall, with several more levels underneath, but Lex couldn't see anything taller except piles of rock in any direction.

He walked to the edge of the roof, leaning against the railing that led down to the entrance to the laboratories, and watched the helicopter fly away.

Inside, the halls were empty, abandoned. Silence seemed to surround him like water as he descended, unbroken but for the faintly annoying buzzing of fluorescent lights and the long slow breaths of warm and cold air moving through the ventilation system. Lex checked his watch. Soon. Very soon.

Clark.

He'd called to make a deal. Brainiac had doubted. But Lex had understood.

Clark was Superman, and although he hadn't known that before, it all made sense. It was all so very clear. Clark's overdeveloped sense of responsibility was spurring him to make an idiotic choice. But perhaps it was no more idiotic than donning the tights and the cape to play savior of the world in the first place.

Perhaps it was even easier this way.

Clark's guilt was a human emotion. It was something Brainiac had never been able to comprehend, but Lex was intimately familiar with every aspect of Clark's current motivation. He'd done more than just been there, done that, bought the t-shirt. He'd lived in that skin, and he _understood_ why Clark was doing what he was doing.

And that was very, very important. It was the only thing that made this deal make sense. The only thing that was making Brainiac walk into it without second thoughts.

Without a backup.

Clark was a fool. Clark was sacrificing himself. It all made sense.

Lex just kept telling himself that.

* * *

Okay, so maybe Wally wasn't the best at reading people, and maybe Batman wasn't exactly easy to read, but he was seriously starting to creep Wally out. Being the only _other_ guy in the JLA who couldn't fly meant that whenever there were long-distance missions that involved the whole team, Wally was stuck riding shotgun in the Batplane, wedged into a seat that had obviously been designed to be ergonomically perfect and mold itself to every curve of the body-- of someone about six inches shorter and three inches narrower than Wally was.

He _could've_ just run ahead and met them there, and of course he'd suggested that, but no, Bats wasn't having any of that. And, well, thinking back to the thing with the glue, maybe it was best to present a unified front.

Wally hopped out of the Batplane as soon as it landed, and did a couple of stretches, touching his toes quickly and then reaching above his head for the sky. He sped towards the rest of the group, standing in a circle in the merciless sun. Batman followed silently. The facility lay ahead of them, a nondescript, windowless white building surrounded by a barbed-wire fence.

Superman was standing apart from the rest of the League, a distant figure in red and blue in the road by the open gate. Flash glanced at him, but then Wonder Woman drew his attention.

She was hooking something around her neck, a length of twisted wires, and Wally watched out of the corner of his eye as she raised her arms, arching her back a little. She fastened the loop at the back of her neck by twisting the ends of the wires around each other, then handed out a matching loop to each member of the JLA. Wally examined his curiously, poking at the chunks of bumpy blue rock enclosed by the braided wires.

"Brainiac repellent, huh?" He fastened his around his own neck. He started to say something about wanting jewelry that at least matched his eyes, but his eyes were _green_, and, well. Green kryptonite. Not really funny right now. This blue, Brainiac-zapping kind would work just fine.

"It should work to disrupt his influence from a distance," Wonder Woman said, helping Hawkgirl fasten her choker while Hawkgirl held her hair out of the way. She glanced back at Wally, her face so hard he almost flinched. "_Don't take it off_."

"Gotcha!" Wally said warily. Jeez. First Batman being even stonier than usual, and now Wonder Woman going all uber-Amazon on him. Wally wondered briefly why everybody was so on edge. This was going to work, wasn't it? Superman would go in, beat the crap out of Brainiac, then-- wait, what _was_ the plan again? If it was going to be that easy, what was with the trendy accessories? He opened his mouth to ask, but Wonder Woman spoke before he could.

"I'll hold the main gate. The rest of you, position yourselves around the fence. Flash, you're on my left flank. Batman, take the back exits. Hawkgirl to the south, Green Lantern to the southeast. Any questions?"

Wally got the feeling from her tone that maybe it wasn't a good idea to ask any more questions, ever. Heck, the way she said it made him sorry for asking questions he'd asked when he was five years old.

"Nope!" he said, and zipped to his point in the circle. The choker was heavy around his neck. He reached out to lean against the fence, then yelped as his fingers brushed the wire and a warning shot of current jolted through him. His face burned hot in the summer heat, and Batman gave him a dirty look as he passed by, heading for his own watch point.

He glanced back at the road. Wonder Woman rose in the air, hovering, reflected sunlight glaring harshly off her gauntlets and headband as she checked to see that everybody was good.

"Ducks in a row," Wally muttered, raising a hand and making the 'ok' symbol. By the time Wonder Woman descended to the road again, Superman was already past the gate and halfway into the facility. Wally watched him go, frowning. The waiting was always the worst part.

* * *

Clark couldn't feel cold, not really, but he could still perceive the drop in temperature as he pushed the door open and entered the facility. The foyer of the building looked like nothing so much as an expensive doctor's office, with beige carpet underfoot, padded benches along each wall with soothingly abstract pastels hanging above them in neat silver frames.

A month ago, in a facility like this, there'd have been a cheery blonde secretary behind the desk at the end of the long room. She'd have smiled as she opened the lead-lined drawer to her right and pulled out a heavy, old-fashioned pistol built to spray scattershot chunks of meteor rock, and she'd have told him to get the hell off LuthorCorp property. And have a nice day.

He looked up as a door swung open, past the secretary's desk and the security checkpoint.

"Hello, Kal-El," Brainiac said, crossing towards him, and Clark kicked himself for ever complaining about the stupid secretaries. He flinched slightly as Lex came closer, and Lex smirked and stopped about ten feet away, obviously humoring him. He smiled, then turned and reached over behind the desk, pulling out the chair and picking up something black and folded from the seat. He tossed it carelessly to Clark, who caught it. Fabric shifted under his fingers. He glanced up at Lex, who smiled, very slowly.

"Put it on."

Clark's eyes narrowed. He let the fabric unfurl in his hands, then held the suit up by the shoulders. It was a mocking shadow of his own suit, made of matte black fabric that captured light and reflected nothing. No cape, but the sleeves didn't end, just turned into gloves, and the collar went up almost to his chin. There was a red symbol on the chest, the same shape as the Superman S, but with a little horned circle inside, almost an 8. A Kryptonian letter, but the significance eluded Clark. Whatever it was-- it didn't matter.

He looked up as Brainiac pulled open the lead-lined drawer in the desk. Perched on the edge, he leaned over and fished around inside, drawing out a pair of knee-high black boots and a set of metal gauntlets. He dropped them on the desk, drawing a finger over the circuitry-patterns etched into the gauntlets, and grinned provokingly at Clark.

"No," Clark said reflexively, forgetting for a moment that it didn't matter, that nothing really mattered any more. Still, his hands tightened on the black fabric. He could shred it easily, into a million pieces, and he _wanted_ to, but-- then he remembered Bruce, outside with his rifle and the meteor-rock bullet.

"No?" Lex smiled even wider, pushing off the desk gracefully and advancing on Clark again. Clark forced himself not to retreat. "But you said you'd give me whatever I wanted, Kal-El. You said you'd do what I wanted."

Clark swallowed. This would make it easier for Bruce. As if it could ever be easy, what he'd promised Clark he would do. Not easy, but-- easier, maybe. Clark could have looked over, through the wall to see his fate waiting for him. Just to reassure himself. But he didn't. He couldn't tip off Brainiac as to what the plan really was.

He looked back at the obscenity of a uniform. He had to go along with this, too. "I just... I don't..." He feigned reluctance for a moment more. "Why?"

"I want them to know," Brainiac said. "I want them to know it's the son of Jor-El who's killing them all."

Clark shuddered all over, reflexively. _Jor-El_\-- he'd never known his father's name before. God, what kind of monster had the man been, to create Brainiac, on purpose, to destroy and murder for him? Hadn't he cared that his own planet was dying? Or maybe he'd been a part of that, too.

Maybe, Clark thought, he and Brainiac had always been two halves of the same whole. Just two parts of a single plan to make sure some psychotic Kryptonian's dream of conquest never died.

"Put it on," Brainiac repeated, his voice harder.

"All right!" Clark said defensively. "All right, I will." He stepped over to one of the benches along the wall, setting the black suit down on the bench with the padded blue seat. He lifted his hands to his shoulders, slipped off his cape and dropped it onto the bench. It occurred to Clark as it fell that this would be the last time. The last time he'd ever wear the suit that Mom had made for him.

He reached for his belt, then glanced up at Brainiac, who was leaning against the desk again, head cocked in amusement. "You're just going to stand there?" he said, feeling stupid for being embarrassed.

Brainiac laughed at him. "I'm going to _own_ you, Kal- El. You don't want me to _watch_?"

Clark gritted his teeth, stared at the wall, and unbuckled his belt.

* * *

Wally paced back and forth along a ten-foot stretch of fence. The desert was eerily quiet, and he was sweating inside his costume. He zipped a few feet away from the fence, then back, trying to create a breeze, but he just stirred up a few dust devils. He amused himself for a while by seeing how fast he could touch the fence, then pull his hand back before getting zapped. That got boring pretty quickly, since, well. Faster than electricity. Not much of a challenge.

He did it again a few more times, then cracked his neck from side to side. The wire choker bit into his shoulder as he turned his head, and Wally frowned, pulling at it. That wouldn't be good if he had to run. He took it in both hands and tugged, then pushed at it, trying to bend the wire into a better shape. The wires shifted under his grasp, and one of the blue rocks popped out and shot across the ground, rolling to a stop about ten feet away.

"Oops." Wally glanced around to see if anyone had noticed. It didn't look like it. In the distance, Wonder Woman was still staring at the front gate, and on his other side, Batman was half-hidden behind the guardhouse at the back gate.

Fabulous. The last thing Wally needed was to get bawled out again for breaking his new toy. He zipped over, scooped the tiny rock up off the ground, then held it up to his face to blow the sand off it.

He stopped, hand frozen, inches from his face. Where the wires had scraped away at the surface of the rock, it glinted a clear, bright green.

* * *

Clark stripped off his uniform shirt, letting it fall to the bench on top of his cape. He sat down without looking back at Lex, lifting his foot to pull off one boot, then the other. Gritting his teeth, he stood and hooked his thumbs in the waistband of his tights, pulling them down in one swift motion and stepping out of the legs as quickly as he could without completely blurring into super speed. Naked, he reached for the black uniform, then froze as an arm came around his waist and Lex pulled him back against his fully clothed body.

He tried not to freeze up, tried to breathe. Lex pressed his lips to Clark's shoulder, tongue flickering out to lick at his neck. His arm was tight around Clark's body. He smelled faintly of cologne. It had been a long time since Clark had been close enough to smell Lex's cologne, even with his late-developing sense of super-smell. Clark tipped his head back and stared into the tasteful light fixtures spaced along the ceiling. The light didn't hurt his eyes, probably wouldn't even have hurt a normal human. Clark felt like it should have. This should hurt.

It shouldn't feel this good-- Lex's hand slipped down, brushing past his hipbone, and Clark tensed.

"Don't," he said, then firmed his voice. "Don't--" He lost his breath as Lex's hand curled around his cock. "Please."

"Ah, Clark..." Lex whispered in his ear. "just let me. Let me."

"_No_." Clark hated himself for not moving, for not pushing Brainiac away. He shouldn't let him do this. Lex-- Lex was still in there, still alive. He wouldn't want this. Even if he wanted Clark, he wouldn't want it like _this_, not in control of his own actions, his own body. Lex never even let anyone else drive his _cars_.

And Clark had to believe that Lex would be alive to remember this. That he still had a chance, once Brainiac left his body. That was the reason for this whole goddamned plan. Superman could reach back and snap Brainiac's neck right now, but Lex was in there too. Clark had to believe that. He _did_ believe it. Lex was strong, stronger than anyone had ever given him credit for. He was a survivor. And he kept saying- - he kept calling him _Clark_.

Lex's shoe slipped between Clark's feet. He pushed against Clark's left foot, slowly edging it outward to spread Clark's legs a little further apart. Off- balance, Clark leaned back against Lex, and he could feel him now, the heat and the hardness pressed up against Clark's ass. "Why don't you touch me, Kal-El? We know you want to," Lex whispered in his ear, his hand tightening as it moved, in smooth, cruel strokes. "This is the last chance."

* * *

The Batman glanced to his left. The Flash was apparently entertaining himself by poking the electric fence. Wonder Woman was in position at the gate, waiting for Superman to emerge.

_Brainiac_, he told himself. Waiting for Brainiac. What came out of that lab wouldn't be Superman any more. It'd be the thing Batman had feared ever since the first day Superman had revealed himself to the planet-- an inhuman, conscienceless alien intelligence with its own agenda. Nothing you could reason with. Nothing you could even try to restrain.

It wouldn't be Clark Kent, inside.

He didn't look back at the Flash or Wonder Woman. His back to the others, shielded by the wall of the guardhouse, he pulled out the case he'd hidden under his cape and opened it. The sniper rifle lay inside in three main sections and several smaller pieces, ready for assembly. The components were tucked into shaped recesses in the foam interior of the case. In the upper right-hand corner there was a small lead box. He ignored it for now, and concentrated on assembling the rifle.

The Batman hated guns. Death should never be convenient, should never be easy. Guns were the weapons of cowards and weaklings. But that didn't mean he didn't know how to use them.

Still. It was hard. He had to block out everything. The Batman stopped seeing the desert, stopped feeling the heat. In front of his eyes, he mentally projected the instruction manual for the rifle. Black words on white spelled out what he had to do, step by logical step. By the time he got around to connecting the optical sight, he was watching his hands move as if he didn't control them at all.

The ball of self-loathing in his stomach pulsed. Some voice deep down inside him protested this choice. He let it speak, knowing it couldn't affect what he had to do.

If someone had to kill Clark, it should be a friend. Not the Batman, who'd pull the trigger without thinking twice, without caring. Without thinking of the Kents, who'd never see their son and brother again. Or Lois Lane, who'd only ever know that Clark Kent had gone off on a hot tip in search of an alleged crime and mysteriously vanished.

Clark didn't deserve to die at the hands of a stranger, thought Bruce. It should be a friend, someone who cared. Someone who'd mourn.

The Batman lifted the rifle to his shoulder, stifling his inner critic with a single thought.

It didn't matter who pulled the trigger-- Superman was still going to die.

"Okay," an angry voice shouted, "what the _shit_ is this!" A hand landed on his shoulder, spinning him around, and Batman gritted his teeth, raising his head to look up at the Flash.

* * *

"Lex," Clark said, rocking back against him, hands hanging helplessly at his side. He took a deep breath, then another. "Lex."

"Yes..." Lex hissed against his neck.

"I'm so sorry," Clark said, and Lex's hand faltered, then resumed. "I'm so sorry I never-- I could never--"

Lex's other hand came up to cover Clark's mouth, and Clark twisted away, shaking. "No. Please. I need to say this."

"I'll know you soon enough, Kal-El." Brainiac lifted a hand towards Clark's temple, and Clark flinched back. "There's nothing you need to say to me."

"I know that," Clark said grimly. He straightened his shoulders, forcing himself to not scrabble for his clothes, to keep his eyes locked on Lex's. "I'm not talking to you." He stared into Lex's face, Lex's steely blue-gray eyes, and pretended he could see Lex looking back at him from somewhere deep inside. "Just give me one minute. One minute, please." he said, breath hitching. "Then-- then I'm yours."

Something distant and sad seemed to drift across Lex's face. "One minute."

Clark opened his mouth, then closed it again. He didn't know where to start. A flicker of impatience lit Lex's eyes, and he spoke hurriedly.

"You were the best friend I ever had." He blinked. He'd surprised himself with that more than Lex, at least as far as he could tell from Lex's expression. "I'm... I am so sorry I wasn't there for you. When Helen died." He closed his eyes, remembering the nights he'd gone by the mansion. Stood outside in the dark and cold and scanned through the walls, seeing Lex's skeleton sitting alone in the dark in his office, no lamps burning, no fire in the fireplace. Just the pale curve of a glass curled in his bony hand. Night after night. "I couldn't... God, I couldn't look you in the face. If you'd known then, if you'd known it was my fault, you'd hate me. Why wouldn't you hate me? Everything... the meteor shower, Helen, everything since then, it's all. Lex. I'm so sorry."

"Put on the suit." Lex said, his voice low. Clark blinked at him, and Lex reached over and grabbed it, tossing it at Clark's bare chest. "Put it on, Clark. I'm ready."

Clark gritted his teeth and put it on. It had a seam down the back that unzipped, letting him slip it on easily enough, wriggling his fingers to settle them in the gloves at the end of the arms. Lex circled behind him, putting a hand on his hip and fastening the back seam again by slowly sliding his thumb up Clark's spine.

"You told me once you wouldn't let anything stand in the way of us," Clark said as Lex's hand curled around the back of his neck. "But you didn't know then how strong I was."

"I know how strong you are," Lex said, sounding oddly distracted. "You're strong enough for this." He circled around in front of Clark again, his hand sliding up into Clark's hair. He pulled Clark's head down slowly, eyes alight, and kissed him, hard. Clark kissed him back, opening his mouth, letting Lex's tongue press into his mouth. He closed his eyes and wrapped his arms around Lex, one hand cupping the back of Lex's head, hoping Brainiac would just do it now. Do it already. He could think of worse ways. He was ready to go.

"_Now_," Lex said against his mouth, and Clark blinked, startled, pulling back a little. Lex's head jerked slightly to the left; he looked angry for a moment, then amused, and he smiled at Clark harshly.

"He overestimated you."

Clark didn't understand, and Brainiac pulled his head down again and kissed him, open-mouthed.

"Mine," he murmured, "you're mine," and his hands came up to both sides of Clark's head and Clark gasped and shook, trying to pull away-- it was like getting shocked with a million volts, like something trying to push inside through every square inch of skin.

He stared helplessly into Lex's eyes. He could feel something inside him pushing back hard, instinctively rejecting the invader, and Brainiac shook his head, laughing, pressing his hands more tightly to Clark's head.

"Let me in, Kal-El." Pain shot through his temples that had nothing to do with the pressure Lex's muscles were exerting, and Clark threw his head back, gasping, and let go.

* * *

The Flash jerked back at the sight of the rifle in Batman's hand. "And what the fuck-- what the _fuck_ is that? Jesus Christ, what the fuck is going on here! What is this?" He thrust his hand into Batman's face, showing him a chunk of meteor rock. The blue coating he'd applied to the rocks in the laboratory had worn off in scratches, and Batman looked up into the Flash's accusing eyes.

The voice that came out of him didn't even sound human. "Go back to your post." Wally blanched visibly, but stood his ground. "No! _Fuck_, what is this? What's he doing in there? I thought we had a plan!"

"We do."

"I thought we had a _good_ plan! He's not-- he's not coming out of there, is he? He's going to let Brainiac--" Flash gaped for a moment, swaying on his feet. "Christ! This is a fucking suicide run!"

"Superman is doing what he has to do. And if you think he's going to thank you for _fucking it up_\--"

Wally cut him off, grinning sharply in disbelief. "No, no fucking way, you expect me to believe this was his idea? Yeah, right, only if you put it there. God, this is your fucking wet dream, isn't it? You get to take Superman down, but for all the right reasons." Batman's hands tightened on the rifle, and he forced himself to relax his hands, not to bend the optical sight or squeeze the firing chamber out of alignment. The tension built behind his eyes instead, tiny sparks in the darkness. "Shit, you've never trusted him, you were always fucking scared of him--"

"Shut up," Batman gritted. It was hard to hang on, hard to keep Bruce from taking over and trying to explain himself, talk Wally down, but he couldn't. Not now. Not yet.

Flash continued as if he hadn't even heard. "But then, you've never fucking trusted any of us, have you, _Bruce_?"

For a moment Batman felt his hard-won reserve shimmer like the image of a stone wall in a heat wave, and then he fought it, fought to stay cool, and got it back. Of course. He'd wondered just how much Flash had heard, that night in Luthor's penthouse. A soft thud snapped him back to alertness, and he saw the Flash's eyes roll up in his head, nothing but whites showing through the mask. Unconscious, The Flash slumped to the sand. Wonder Woman stood behind him, her arm still raised. She pulled it back and rubbed at the metal gauntlet around her forearm.

She looked into his eyes without saying a word, her chin high, her mouth drawn tight. Her wild Amazon eyes were full of sympathy and sorrow. "Do what you must."

He looked back, knowing that The Batman's eyes showed nothing at all.

* * *

It was like standing under a waterfall, like drowning at the same time. He'd thought it would be like the time he'd been in the caves in Smallville, when the lightning had rocketed out of the wall and blasted him full of light and knowledge and language. That had been a shock, a painful one, but this was a thousand times worse. At least that hadn't-- it had only given him things to know, it hadn't tried to touch who he was. _What_ he was. He could feel _Brainiac_ now, pushing inside him, scraping against the inside of his skull, fitting his way into Clark's mind. Clark's eyes rolled back in his head and he tried to breathe. Just breathe. And let it happen.

White. Blur. The world was disappearing-- no, he just couldn't see. He shook as the last tendrils retreated inside him, collapsing to the floor and twitching. He could barely feel the carpet under his body. Floating. Sound strobed in and out as Brainiac adjusted, curling inside him. Clark opened his mouth, forcing his eyes open, forcing the world to focus.

He pushed himself up on one elbow. His arms felt asleep. A black shape on gray. Black. Triangle. Lex's leg. He turned his head, hearing the wave and rush of Brainiac's thoughts beginning to cohere, like a tidal wave drawing itself in before sweeping towards shore, or a thousand random gusts of wind about to spin themselves into a tornado.

"Lex," he said, or at least he thought he did-- he couldn't even hear his own voice and then he flinched back, his own heartbeat thundering in his ears like an earthquake-- no. No.

Two heartbeats.

He choked, reaching for Lex, pushing him clumsily over onto his back, and he saw Lex's open eyes strobe gray to blue and gray again as his vision blurred, then began, slowly, to sharpen. The twin heartbeats faded to a low, dull ringing in his ears that was all he could hear.

Lex's forehead wrinkled-- his lips parted, then moved, but Clark couldn't keep his head up to see what he was saying. He crumpled to the ground again, face pressed into the carpet. "Lex, get _out_," he said, as loudly as he could, "Go!"

The world shifted in front of his eyes, and then sensation came back and he could feel warm hands on his shoulders, dragging him up into Lex's lap. He tried to speak again, but he-- he couldn't any more, only Brainiac. His hands slowly curled into tentative fists, then released.

Lex stroked his hair, wrapping an arm around Clark's shoulders, and Clark felt him smile against Clark's forehead, then kiss him there. He curled forward around Clark, and took a deep breath, whispering a few final words into his ear.

"Eat suitcase nuke, you murdering son of a bitch."

Clark blinked.

"Countermeasure omega," Lex said, "authorization: alpha alpha lex. Countdown-- one second--" He choked, slammed flat on his back faster than the human eye could see, Brainiac's hand around his throat. But it was too late. Clark could feel it in the air, the hum of a massive electromagnetic pulse slamming out of the ground beneath them.

He stared down at Lex.

Lex grinned.

* * *

The sunlamps over the bed buzzed. Batman leaned against the wall in the corner, wishing there were more shadows in the room.

Clark lay motionless on his back on the lab table in the middle of the room. When they'd pulled him out of the wreckage, he'd been wearing a strange black costume, but it had been had been shredded and burned away in patches. He and Wonder Woman had peeled the rest of it off Clark as soon as they'd gotten him back to the Watchtower, the better for his skin to absorb the sunlight from the two huge sunlamps focused over the bed.

Batman had never seen scratches or burns on Clark's skin before. He wouldn't have expected a small nuclear blast to even singe Superman, but of course these had been special circumstances. The milder wounds and lacerations had faded in the sunlight of the desert, and even the worst burns were nearly gone now, after about six hours under the sunlamps.

"He's gonna be okay, huh?"

Batman's head jerked up. He _hated_ it when Flash managed to sneak up on him. Intellectually he knew that he couldn't be expected to perceive the approach of a man who could exceed the speed of sound, but his gut and every deep, dark instinct that he'd spent years honing to razor-sharpness told him otherwise.

"Yes," he said, then glanced over at the Flash. And blinked.

He wasn't wearing his mask. Or his costume. Just a pair of faded jeans and a deep green Keystone City Community College sweatshirt.

"Wally West," he said, sticking his hand out. "Pleased to meet you."

Batman looked at him through the mask and didn't move.

"Look, Wonder Woman told me she'd kick my ass Amazon style if I didn't apologize for the stuff I said--"

Batman nodded once. "I'll tell her you made the effort."

"--but that's not why I'm doing it! Look," Wally said, taking a deep breath. "I am sorry, I know you don't secretly want to kill him. You're just paranoid and sneaky and kind of, um, but hey, that's why we like you."

"I would have done it," he said, looking past Wally at the still body on the bed.

"You're the only one that could have," Wally said. He felt around his temple gingerly, then leaned up against the wall next to Bruce. "It's not about him being an alien, is it?"

Batman shook his head.

"'Cause, I mean, John. That power ring. He contained a fucking _nuclear explosion_ like it was grape juice in a paper towel commercial." Wally leaned his head back against the wall and sighed. "What about me? Do I count as human?"

Batman let himself smile sharply, just a little. "Too human."

"He told you all that stuff about Krypton," Wally said. "Wonder Woman said he gave you that bullet. You knew he was Clark Kent before all this." Batman nodded.

"So you're his friend," Wally said. "You're just keeping him honest, kinda."

"Yeah."

"He'll be okay," Wally said, looking back at the bed. "I mean, look, he's better already."

Batman nodded wordlessly.

"I am sorry." It sounded like he meant it. He scratched at his ribs under his sweatshirt, stood up from the wall, wobbled and stumbled. Batman caught his arm before he could fall.

"You need to be in the infirmary," he said, and Wally slung an arm over his shoulder and let Bruce walk him out of the lab.

"_There_ you are!" Wonder Woman stalked down the hall towards them as they left the room. "Hawkgirl!" she called over her shoulder. "I found him!"

She bent slightly and let Wally lean on her instead. Bruce straightened up, backing away. It was cooler out here in the hallway, not quite as stifling as the room with the sunlamps.

"Where'd he go, out for pizza?" Hawkgirl asked sarcastically as she rounded the corner.

"I said apologize. I didn't mean this instant!" Wonder Woman was scolding the Flash as she helped him down the hall.

"Diana," Batman said, and everybody stopped and looked back at him.

He slipped a thumb under his cowl and pushed it back off his shoulder. "Bruce Wayne," he said. And although he still wasn't letting it show on his face, he was really enjoying the hell out of the expression on Wally's face. "Pleased to meet you."

Diana raised an eyebrow. "Wonderful," she said. "Now we'll never get him back to bed."

"Holy shit!" Wally said.

* * *

He was rising into light, slowly. He was waking up alone.

Silence.

For the first time in what had felt like an eternity: silence, and peace. He let himself drift, floating alone in a sea of sensation. His muscles ached, and he had a splitting headache, but even those sensations were welcome. They tied him to his own flesh. They were his. He wasn't cut off from himself any more, stifled and stuffed down into a dark corner of his own mind.

_Lex_, he thought to himself. Lex Luthor. No other voice told him anything different. His unwelcome houseguest was gone. He was in bad shape, he could feel that in every aching inch of his body, but he was the master of his own soul again. He felt good.

Lex opened his eyes slowly, then groaned and squeezed them shut again. All right, he felt like complete shit and he wasn't going to do _that_ again anytime soon. But eventually, he'd probably start feeling good. He tried opening his eyes again, and winced. "Oh, God."

Maybe he could ask to be sedated until then.

Something rustled across the room, and a shadow fell over his face. He tensed, but the voice that spoke was cheery, and vaguely familiar. "Hey, you're awake!" There was a click, and the light in his eyes dimmed. "Is that better?"

"Yeah," Lex said roughly, and tried to open his eyes for a third time. This time around, he managed to focus somewhat.

There was a stranger standing over the bed, a tall guy about Clark's age with green eyes and a sharp smile. He had a mottled bruise on his forehead, and a goose- egg on his temple that wasn't hidden by his short, buzzed red hair. But he was smiling.

Lex squinted, then tried to push himself up to a seated position. He'd assumed he was in a hospital-- the way he felt, he really _ought_ to be, no matter how much he normally avoided them. But the room he was in looked a little more Star Trek than St. Mary's in Metropolis. "Where am I?"

"The infirmary," the younger man said. "At the Watchtower."

Lex blinked, raising his head a little too quickly. "You're the Flash."

"Call me Wally." The Flash grinned, put a hand on the bed and hopped up to sit at Lex's feet. "So, you remember stuff! Awesome! They didn't think-- well, we were kinda worried you might be-- but this is good! You remember who the President is?" he asked. "What year it is, your locker combination, all that?"

"Yes. I..." Lex opened his mouth, then shut it again. "How long have I been..." He blinked as he remembered. The memories came back out of order, in black and white, the visuals jerking and swaying like somebody's idea of avant-garde cinema. Clark's hand around his neck, and the light, the sound like a physical force, rushing over them to envelop them both. He'd stared into the light-- he'd thought it was death, the other side, and it had been _amazing_\-- "How the fuck am I _alive?_ Where's-- Superman?"

"He's okay!" the Flash said quickly. "Well, a little toasty. But good! You, um-- well, we're not exactly sure how you're okay. Green Lantern thinks it's got something to do with Superman's natural, uh, thing." He waved his hands descriptively. "Kinda like an aura- -"

"His invulnerability," Lex said softly. "I've seen it in action, yes."

"Oh yeah, I guess you have," Flash realized. "Anyway, you know how it extends to his costume and stuff. Well, we think maybe he kind of extended it to you. Over you. We didn't know he could do that."

"But he's all right," Lex said, staring hard at the Flash.

"Yeah, I told you, he's just sleeping it off. We've checked him out-- that EMP you set off totally blitzed Brainiac. He's gone. And did I mention you kick some fucking ass for a civilian?"

It was almost too much to take in. Lex had never really thought this day would come. "You're sure he's gone."

The Flash nodded happily. Well. It _would_ certainly explain why he was currently in such good favor with a member of the _Justice League_... whose tight gray t- shirt said 'Orgasm Donor' across the chest in cheery yellow letters.

Lex cleared his throat slightly. "Wally, right?" He gestured to the bandages on the other man's head. "Did I do that?"

"This, uh, no. I kinda got a little miffed when I found out what the real plan was." Wally ducked his head, scratching his hand through his hair.

"Oh, Clark actually had a plan besides suicide?" Lex said sarcastically, then blinked. Oops.

"Huh? Oh, don't worry about it. It's been like Coming Out Day for the JLA lately. Kinda weird, but kinda cool." The Flash grinned. "I never even figured Supes _had_ a secret identity."

"Me, either." Lex said. Although, now that he had a moment to think, that wasn't entirely true. There had always been something familiar about Superman, even if it hadn't been his face.

"Anyway," the Flash said, "I figure when the cards are on the table you're a pretty decent guy. So yeah, call me Wally, I don't care."

Lex nodded slowly. "What about Batman?"

"Well, you did save Superman's life and all, so he _might_ not kill you." Wally said hopefully. There was a faint click-- a red blur-- Wally was back in his own bed, one arm tucked lazily behind his head, and the door at the far end of the room opened. Lex winced, turning his head away from the light.

"Shayera? Is that you?" Wally said weakly.

"No," Clark said tolerantly. "Dude!" Wally was at the door in a blink. "You're awake!"

"I'm awake." Clark said quietly, coming in.

A slow smile spread over Lex's face as he approached. It was strange to see _Clark_ in Superman's costume-- however he changed his looks to hide his identity, he wasn't doing it now. He should have looked ridiculous, but the suit seemed to fit him well, boots to cape.

"Flash, um, Wally," Clark said, "could I have a minute?"

"Huh? Oh, sure thing," Wally went and sat over on his own bed, grabbing a half-eaten bag of corn chips. He sat there, snacking and watching Lex and Clark. Clark stood by the side of the bed awkwardly, glanced at Wally, then looked back at Lex.

"Okay then," he said, exhaling nervously, then leaned forward and kissed Lex on the mouth.

"_Oh_," Wally said. Lex heard the bag of corn chips crackle. It was a brief kiss, but when he opened his eyes, he and Clark were alone. The door slid shut, and the room dimmed again.

"Sorry," Clark said, pulling back. He looked startled, as if he hadn't meant to do that.

"Why?" Lex asked.

Clark shook his head, looking down at his feet. "I-- I'm still not sure--" Lex waited. "Was he lying?" Clark finally asked. "About the way you... About you wanting me."

"Oh," Lex said. He brought up a hand and touched his mouth, thoughtfully. "No. That was true."

"Because I--" Clark's voice cracked and he looked away. "I wanted to kill myself, Lex, I just wanted to die when I thought he'd got you too."

"Idiot." Lex reached out without thinking, grabbing two handfuls of cape and pulling Clark close again, kissing his cheek and his jaw and his mouth. He ignored the pounding in his head, his aching legs and back. He couldn't get enough of Clark's skin, his smell. The fog was gone and he could feel again. "God," he mumbled against Clark's skin, "I want you so bad." He pulled hard, trying to tug Clark down onto the bed with him

"Are you sure?" Clark said breathlessly, stretching out an arm and holding himself away from the bed with one hand. "Lex."

"Yes," Lex said. "Fuck, Clark. I want you. I want it to be me touching you." He tugged Clark down, then tried to roll on top of him, but nearly slid off onto the floor again-- the bed was really far too narrow for anything interesting. Clark caught him and hauled him back up, so that their faces were inches apart.

"Careful."

"You're one to fucking talk," Lex said, then smacked him hard in the side of the head.

Clark looked shocked, then laughed. "What was that for!?"

"I don't know. I think I'm having impulse control problems," Lex said. Damn it. If he actually _did_ have any control over the things coming out of his mouth, he definitely wouldn't have said _that_, because it made Clark twitch guiltily and freeze underneath him. "It's okay. I'm just not quite used to thinking for myself at the moment." He held Clark's head still with both hands and kissed him until Clark relaxed and started kissing him back. "Tomorrow I'll still think you're an idiot. And I'll still want this."

"I'll hold you to that," Clark said, and levitated up from the bed for about a foot. Lex laughed and leaned back against his pillow, and Clark jerked the sheet up off his body. It was tucked in at Lex's feet, but the rest of it billowed into the air, and Clark did a neat aerial roll, wobbled in the air and collapsed back onto Lex.

"Ow," Lex laughed, but he was still impressed. It wasn't that Clark could fly that was so impressive. It was that he made it look so easy, like a trick that anyone could do if they tried. Lex smiled as the sheet slowly settled over them both.

"Sorry. I'm so _tired_," Clark complained, rubbing his nose against Lex's collarbone. He licked slowly at Lex's skin. "I'm never tired."

"Take a nap," Lex suggested, his hands already tugging at Clark's belt, peeling at the seam of his uniform. "I'll amuse myself."

"Oh yeah?"

"Well, and by 'amuse myself' I mean 'do obscene things to your unconscious body.'"

Clark laughed, and it was almost a growl against Lex's neck. "I don't think so."

"Hmmm," Lex said, tugging Clark's shirt up, and Clark leaned up on one hand and wrestled it off. He floated up into the air again, levitating in order to get both arms out of the sleeves, then tossed it across the room.

Lex shivered as Clark floated down on top of him again, his eyelashes fluttering sleepily as he descended. He sighed against Lex's skin, trembling slightly as their bare chests slid against each other.

"That's so fucking sexy," Lex said, spreading his legs a little and shifting down on the bed so that their bodies fit together a bit better.

"It is?" Clark asked, as though the thought had never occurred to him. "Oh," he said, as he settled himself between Lex's legs, "I guess so."

Lex grabbed his ass with both hands and ground up against Clark, delight as well as pleasure rising up inside him, bubbling out as laughter. Impulse control was overrated, he decided, especially now. Everything felt so fucking new, so fresh. Like he'd never done this before.

This was a memory no one would ever touch.

Clark gasped and bit his lip hard, twisting his head to the side. Lex shivered at the sight of him-- stunned, overcome, disbelieving. Just the way Lex had always pictured him in his dirtiest 'turn out the farmboy' fantasies, the kind that had sustained him through most of the long, cold nights of his first winter in Smallville. And at various times since then, too, if Lex was going to be honest with himself. It was perhaps the only sentimental weakness he'd never even tried to cut out of his soul. Could you blame a guy for being permanently hung up on the first person he'd ever really loved?

"I used to think about this," he said as Clark raised his arms, bracing his hands on the headboard and using the extra leverage to thrust against Lex more effectively. Lex was starting to break out into a sweat. "Going up to the loft, some night. Teaching you some new tricks."

"Oh, Jesus," Clark said, holding himself up with one hand. His other hand reached down to fumble between them, shoving down his spandex and Lex's cotton pajama pants and taking them both in hand. Lex hissed and wrapped a leg clumsily around Clark's, hitching them closer together, scrabbling for a grip on Clark's neck and pulling him down for a hot kiss.

He closed his eyes and tried to match the sensations with his last coherent memories. Clark's body moving against his, smoothly as waves breaking on a beach-- Clark's tongue pushing into his mouth-- the light, god, the _light_\-- he was probably the only human on earth who'd looked with his own eyes into the light of a nuclear blast, he realized with a soft gasp.

"Let go, Lex," Clark murmured against his mouth, and Lex shook his head. "Let go," Clark insisted, speeding his rhythm as they rocked against each other, pressing a dozen kisses all over Lex's face, neck and shoulders in the space of a second.

"I can't," Lex gritted out. Clark kept laying down warm kisses on every inch of exposed skin, kept stroking Lex's ribs so softly Lex had to twitch and squirm underneath him, pushing Lex down into the soft bed with every thrust.

"You can fuck me," Clark whispered in his ear, "you can fuck me if you want to, oh, God, Lex, we'll go flying, I want to show you--"

"Oh, _fuck!_" Lex seized up and saw white, gasping, glad that he could claw and clutch at Clark as hard as he wanted to. Needed to. He heard Clark inhale above him, breath catching in his throat, and felt both their bodies rise an inch or two off the bed as Clark curled against him and came.

He smiled and stroked Clark's hair as they settled back to the bed. Clark was breathing hard, and maybe it was stupid, but Lex felt oddly proud of that.

For a while, he lay there with Clark in silence, imagining that he could feel the spin of the Watchtower's rotation as it drifted in space. He felt free, and not just because Brainiac was gone. Just... free. He'd hated Superman for so long, and he'd never really allowed himself to mourn the passing of his friendship with Clark and... now he didn't have to feel that way any more. He was a different person now, he thought, than he had been before. Perhaps that should've been an unsettling thought to someone who considered himself the master of his own destiny. But really, all it did was give him something new to work with.

Well. Let no one say that this Alexander didn't appreciate it when he was just handed a new world to conquer... Lex could sense it when Clark realized what they'd just done; he could almost _feel_ Clark setting his jaw.

"What are you thinking about?" he asked, pressing a finger against Clark's temple.

"I came in here to talk," Clark said against his chest.

"So talk," Lex grinned.

Clark sighed, his arms still around Lex, but not too tightly. "So, is there a reason you had a _nuclear_ self-destruct device at that lab?"

"It was just a little one," Lex said. Clark twisted around to look him in the face, obviously unimpressed with that answer. Lex tugged him up, shifting so that they could lie face-to-face on the narrow bed. His pajama pants were tangled around his thighs, so he wiggled around, kicked them off, then looked Clark in the face again. "You know as well as I do that the Watchtower has a self-destruct code..." He looked around the room, smirking a little. "Come to think of it, you should probably change that."

"I'm sure Bruce already did," Clark said, and then his eyes widened. "Wait, you-- how did you know that? Do you remember what Brainiac knew?"

"I _was_ Brainiac," Lex said. "Of course I remember."

"Oh." Clark blinked rapidly. "Oh, god, Lex--"

"It's all right." Lex covered Clark's mouth with his hand. "I know now. I _know_. It wasn't Helen. She-- Helen was already dead. I didn't kill her, I just killed a piece of that bastard." He smiled sharply. "And now I've finished the job."

The sympathy and the guilt in Clark's eyes was hard to bear. If he'd said something, Lex didn't quite know if he would have been able to take it-- but Clark didn't say anything, just nodded slowly and said, "He's totally gone? No other copies?"

Lex shook his head. "No other copies, Clark. He's gone."

"Are you _sure_?" Clark asked, and Lex nodded patiently.

"I told you, I remember everything, Clark." He looked into Clark's eyes for a moment, those beautiful riverwater eyes he'd never gotten tired of. "I remember Krypton."

Clark tensed in his arms, his hand clamping almost painfully on Lex's hip, and he hissed and scooted back, half-falling off the bed, righting himself only with the help of some quick levitation.

"I could tell you," Lex said quietly. "About the last days."

Clark wasn't looking at him as tugged the tights and briefs of his costume back up. He rubbed his hands over his bare arms, then glanced helplessly around the room for his top. "No. No, Lex, I don't know-- I mean, does it matter? Does it really matter now?"

"It matters to you," Lex said. He sat up and swung his legs off the bed, leaning on the side of the bed as he slid off, steadying himself carefully. "Believe me, Clark, I know everything there is to know about trying to fight your destiny. I think you ought to know the truth."

"I don't _care_," Clark said without listening to him, and then his eyes slowly widened, and he gaped at Lex. The corner of Lex's mouth twitched up a little. He could almost see Clark taking the bait.

He still wasn't quite looking straight at Lex, though, and even in the dimly lit room, Lex could see a blush highlighting his cheeks. He sighed and pulled the sheet off the bed, draping it around himself in a sop to Clark's Smallville sensibilities. "They just wanted their lives to be easier," he said "That's all. They weren't evil, just a little arrogant, maybe not as smart as they thought they were. Actually, they were... kind of human that way."

He closed his eyes, trying to think of the right words. "They created Brainiac, but they didn't know what they were creating. They had something like... imagine NORAD." he said, coming closer to Clark. "Imagine Brainiac if he'd gotten it into his mind to _really_ destroy the world, if he'd accessed every missile defense system in the world and fired it at the same time."

"Is that what it did?" Clark said.

"There's a reason I-- a reason he wanted you to fight under Jor-El's name," Lex said, watching Clark closely. "Not because your father created him. Because it was his last revenge on the one man who tried to stop him. He was the only one who objected to giving Brainiac so much power. He was the only one who saw the danger. That's why you escaped, Clark. It's why you lived."

"What?"

"Your father didn't create Brainiac. Your father was trying to stop it."

Clark looked sick. "What? But I-- The ship--"

"Brainiac wasn't meant to go with you. It stowed away, and it had sixteen years to overwrite the message in the ship. If a computer program can be insane, it was. It forced you into the caves to learn the language, and then it told you what it wanted you to know." He leaned back against the bed, shaking slightly with the effort of staying on his feet all this time. "Corrupting you would have been its last revenge on your father."

Clark stared away into a corner of the room, his arms crossed defensively over his chest. "I..."

"Do you want to know what Jor-El really wanted to tell you?" Lex said, very softly. "Because I remember."

Clark opened his mouth, then closed it.

"I-- I should check--" He moved towards the door, scooping up his uniform top on the way and shrugging into it. He glanced back at Lex apologetically. "I just need to think about this, Lex."

Lex nodded, still smiling. As soon as the door closed behind Clark, he climbed back up into the bed again and curled up on his side, breathing slowly.

Once, in a fit of temper, he'd privately vowed that he'd take Superman down someday. Not kill him, he'd never been that angry or felt that Superman was that much of a threat, but... still. He wondered if curing Clark of his martyr complex would count, or not.

* * *

Clark stuck his hands in his pockets and rocked back on his heels as he waited for the elevator doors to open on the Daily Planet bullpen. When they did, he took a deep breath and headed for his desk. He felt good. He'd run the entire way back from Smallville, rather than change into his costume and fly.

He'd taken the trip slowly, not because he was still tired-- he wasn't-- but because, well, he had a lot to think about. And maybe moving only _slightly_ faster than the human eye could see didn't exactly count as stopping to smell the roses, but it had given him some time to think. Some time to be grateful.

He was a lucky son of a bitch, Clark thought as he headed over to his desk. He had Mom, Dad, and Abbie. He had the JLA, and now that he'd told them the truth about everything, there was something new in the air at the Watchtower. They'd always felt like a team-- but they'd never really felt like a family before.

And of course, he'd always have Lois, who was currently standing behind him and batting him in the head with a rolled-up copy of the Planet. "Smallville!" Bap. Bap. Bap. "Where have you been! I've left you nineteen different messages, I just called your parents, I tracked down all your contacts- -"

"What? Why?"

"This!" She thrust the envelope he'd left in the top drawer of his desk in his face.

Clark gaped at it, then stared back up at her, shocked. "Lois!"

"Oh, like I'm _not_ immediately going to open the mysterious note that says 'Wait two days, then open me?!'" Lois whacked him again. "What were you thinking?"

"Would you stop that?" Clark tried to dodge the newspaper. Lois poked him in the ribs with her other hand.

"Clark Kent, I don't care how hot the tip is, I don't care how paranoid the source, you do not go off and put yourself in dangerous situations without your partner! Is this getting through?"

"Yes!" Clark said, because he knew Lois cared about him, and also, she wasn't going to stop whacking him until he gave her the appropriate response and showed his belly. Or possibly licked her hand. He decided to reach out and hug her instead, her squawk of protest muffled against his chest.

He'd woken up today in the Watchtower with Bruce standing over him, Bruce, not Batman. No mask. He'd found out that Lex apparently-- maybe-- loved him. Mom and Dad had tried really hard not to be too smothering for the past three hours, but Mom kept squeezing his wrist and Dad kept looking at him, then looking away and remembering something he had to go check on out in the barn. And then Abbie, of course, who'd passed up a plate of cookies to run straight for him and hug his legs-- Clark really didn't know why an eight-year- old's opinion mattered more than anyone else's, but he was really dreading the day when Abbie would stop thinking he was just the coolest guy in the world.

All in all, it had been a really, really good day for reminding Clark that his life didn't always totally suck.

"If you stop hugging me, I'll stop hitting you," Lois said in a quiet voice against his chest.

"Deal." Clark let her go.

"Did you at least get a good story out of it?" She regarded him suspiciously.

"Out of what--" Clark glanced at her as he shrugged off his jacket and hung it on the back of his chair. "Oh, the tip. Um, no. Didn't pan out."

"Typical!" Lois said, but without her usual levels of snark. She turned back to her desk, grabbing up a sheaf of papers. "I've been doing a little more digging on the Luthor thing," she said, brushing down her blazer and straightening her hair with a few quick flicks of her fingers. "There was a report of a disturbance night before last in his penthouse, and there's some kind of rumor about an explosion at a lab in Arizona-- it might not be connected to LuthorCorp at all, but I thought I'd check it out. You want to come with?"

Clark blinked. "Um-- Actually--"

"Actually, Miss Lane, Clark's a little ahead of you," Lex said, and the hairs on the back of Clark's neck stood up. Lois stared past him, but Clark didn't turn around. His super-hearing kicked in instinctively, letting him hear every soft rustle as Lex moved closer, his coat brushing against his pant-legs, his shoes clicking softly on the floor.

"Clark," Lex continued, coming closer, "I had an unexpected opening in my schedule this afternoon. You said you were on deadline, so I thought if you were free, we could have lunch and do the interview now instead of later."

"I-- Hi, Lex," Clark said, and he really, really was a better extemporaneous liar than that. Really. He glanced back at Lois, who stuck her tongue in her cheek and raised her eyebrows at him.

"Didn't pan out, huh?" A tiny evil grin spread slowly across Lois' face. Perversely enough, she actually looked proud of him. "Smallville, you lying sack of crap."

"Lunch," Clark said quickly, "Yeah, lunch would be good." He grabbed his coat off his chair, shrugged it back on and followed Lex out of the bullpen.

* * *

A few hours later, his cell phone rang. Clark glanced sideways at Lex, but of course he hadn't heard it. The phone was still in Clark's coat, out in the living room. He rolled out of bed, careful not to wake Lex, then grabbed his boxers off the floor, slipped them on, and headed back out into the living room.

"Hello? Oh, hi Lois. No, yeah, don't worry about it. I'm done with the interview." He smiled, using his x- ray vision to glance back through the door into the bedroom, at the curve of Lex's shoulder and his pale, muscular arm thrown across the empty space where Clark had been lying a moment ago. "Yeah," he said, biting his lip. "I got some good stuff. You know, like you always say-- I probed. Really went deep. I think you'll like the story."

He grinned at his own dorkiness and flopped down on the couch, swinging his legs up to the armrest and stretching his free arm over his head. "Um, tomorrow, I think," he told Lois quietly. "I want to take my time with this. Really get it right. Uh-huh. Uh-huh... Yeah, sure, tomorrow afternoon maybe. I'll give you a call."

He clicked off the phone and dropped it on the coffee table, then tipped his head back a little to look, upside-down, at the window that led in from the fire escape. "Hey."

Batman moved a little, maybe startled that Clark had noticed he was there. "Do you know what you're doing?"

"Who are you, my dad?" Clark asked good-naturedly.

Bruce glanced towards the closed bedroom door. "He's always hated you."

"He hated Superman," Clark corrected. "And he had his reasons. And as I recall, you weren't so crazy about Superman when we first met, either."

"No," Bruce said. "But I trust Clark Kent."

"I'm going to hug you," Clark said. "Not now. Later. After I've showered. But then, you, my friend are going to be hugged."

"Do you actually believe him?" Bruce was leaning over him in a blink. "What he told you about Krypton?"

Clark looked up at him. "I thought about that," he said, running a hand back through his hair. "I mean-- there's no way to know. Now that Brainiac's really gone for good." "He could just be telling you what you want to hear." Bruce said darkly.

"I know. He could be," Clark said. "This could all be some big Lex plan to seduce me and bend me to his will and, I don't know, use me to further his plans to become a mighty industrial power in the waste recycling and fertilizer industries." He stood up, scratching absently at a spot on his arm. "But I'm not really worried about that. I don't know why." He glanced at Bruce, and smiled. "Knowing me, I should be, but... I'm not."

He headed past Bruce, and touched the doorknob to the bedroom, then stopped and looked over his shoulder. "It doesn't matter if it's true or not," he said. "I can believe that I was sent here to conquer, that I was programmed from birth to do that, like Brainiac was. Or I can believe that I'm not really supposed to do anything except live. Just live the kind of life that makes me happy." He chewed on his lower lip a little, feeling Bruce's gaze on him like a weight. "It's not going to make a difference to what I do," he said quietly. "And I think Lex knows that."

"He knows a lot about you, now," Bruce said, but it didn't really sound as much like a warning as it should have.

"You know, it doesn't really matter either way. If it's true or not," Clark said suddenly. He felt a silly smile spread over his face, and he didn't try to suppress it. "What matters is... he _wanted_ me to believe him."

Bruce looked at him for a long moment, then nodded.

Clark really couldn't stop grinning.

"Keep in touch, Bruce," he said. He ducked back into the bedroom, moving quietly over to the bed and sliding in, as carefully as he could, next to Lex. His spot was still warm, and he smiled, watching Lex sleep. He'd never quite seen such a look of peace on Lex's face before-- of course, he'd never really seen Lex asleep before, outside of hospitals. Maybe it was just how Lex always looked when he was asleep, but Clark liked to think he might have something to do with it, anyway.

"Who were you talking to?" Lex murmured without opening his eyes.

"Oh, nobody. Lois and Bruce." Clark nuzzled Lex's arm, licking at the inside of his elbow.

"Checking up on you, huh. What is it about you that inspires such devotion in the people that know you?" Lex asked, stroking Clark's belly.

"I think it's 'cause I'm so damn cute," Clark said thoughtfully.

"I think it's a secret alien power." Lex said.

"Well, let's test that," Clark said, and kissed him. "How about it? Feeling the devotion to your overlord yet?"

Lex considered it. "Not yet."

Clark did something else. "How about now?"

"Uhh, god. Um." Lex cleared his throat. "Not so much."

"Hmmm," Clark said, doing something else.

"Clark! I-- oh hell-- free will is over-rated. Do that. Yeah. _Fuck_."

"Come have dinner with my family on Sunday," Clark mumbled.

"Yeah," Lex said without listening, and then poked him in the neck. "What? No, wait--"

Clark propped himself up to look into Lex's eyes. "Too late. I'm your overlord. You said so."

"Clark," Lex said patiently, and Clark ran his tongue slowly over his bottom lip.

"God damn it," Lex said, and pushed his head back down. "We'll discuss it."

* * *

So tell me, Clark thought to himself. Tell me...

He looked over at Lex, squinting a little to make his eyes compensate for the darkness of the room. Night was falling outside, and Lex was probably getting hungry, Clark realized. It had been a while since lunch. Not that either of them had really finished their meals before Lex had called for the check and they'd headed back to Clark's apartment. He got up and headed into the kitchen, checking the fridge. There wasn't really anything edible-- well, none of the food in the fridge would kill him, but he wasn't sure about Lex.

He ordered Chinese instead. Lex wandered out into the living room as he finished the phone call. He was wearing a clean pair of Clark's boxers, and one of his white t-shirts, and he looked almost ridiculously at home. Clark looked at him, thinking of his question again, and for a moment it was almost like old times, his throat tight with something he was scared to say.

Lex seemed to notice something, some expression on his face. He blinked inquisitively, coming closer, and Clark turned away, checking the fridge again just to give himself something to do. Lex stopped coming towards him as soon as Clark turned his back, and Clark winced.

"Didn't you just order out?" Lex asked, his voice totally neutral.

"Yeah, I um..." Clark picked up a carton of milk and shook it. "I think this milk's gone bad." He x-rayed through the carton. "Oh, gross!" He put it back in the fridge hurriedly.

Lex laughed at him, quietly, and Clark decided to just spit it out. "Lex, um."

"Yes?" Lex leaned on the counter, watching him.

Clark glanced around his apartment. "I, um."

"What?"

Clark reached across the counter, and took his hand, running his thumb over Lex's knuckles.

"Tell me about Krypton," he said, and Lex's lips parted slightly, and then he nodded. He pulled Clark back into the living room, sitting across from him on the couch.

"Your father was a researcher," he said. "Your mother piloted experimental spacecraft." He thought about it for a moment. "They wrote letters, and they went across the uplink--"

"The what?"

"The internet. Sort of." Lex waved that away. "The records. It had access to them. Sometimes... sometimes they'd write about you."

Clark tried to speak. Couldn't. He tried again. "What... what kinds of things did they say?"

Lex smiled at him. "That you were cute," he said. "And smart, of course. And you wanted to be a fireman."

Clark grinned disbelievingly. "Really?"

"Or the closest Kryptonian equivalent."

Clark shook his head. "Tell me more."

"I don't remember a lot of it," Lex said. "There were things it didn't let me know. We could've blended, fully..." He shivered a little, and Clark moved closer, wrapping his arms around Lex's shoulders. Lex gave him a slight warning look, but then leaned against Clark, accepting the comfort he offered. "There wouldn't have been anything left of me."

"But he didn't?"

"He didn't want to change that much, either," Lex said. "So there was... there was an area of overlap. But still, some parts that were only him. And some only me. Just--" He shuddered again, pushing away from Clark, and Clark reached out and caught his wrist.

"We don't have to talk about this. I'm sorry."

Lex took his hand and squeezed it. "Maybe not now," he said. "But I will tell you what I do remember. You deserve that much."

Clark kissed him on the cheek and stood up, hearing the delivery guy making his way down the hall. "No," he said. "I mean, I'm curious. I'll always be. But it doesn't really matter. It's not who I am."

"Of course not," Lex said, watching him. "You know, on Krypton, they wore blue."

"Who?" Clark said as the delivery guy knocked at the door.

"The firemen," Lex said, and smiled.


End file.
